Common use of Conversion Clause in Contracts

Conversion. (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 right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 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 shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentSubject to compliance with Section 11.02, Holders of the Notes a Holder shall have the right to convert all or any portion (the if such portion is $2,000 principal amount or an integral multiple of $1,000 principal amount) of its Notes (“Optional Early Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1i) if applicable, the close of business on the fifth Business Day following the date of a Mandatory Conversion Notice delivered in accordance with Section 11.01(b), (ii) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2iii) the close of business on the Business Day immediately preceding the Maturity Datematurity date, into a number of shares of Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares Stock per $1,000 principal amount of Notes being converted equal to the Notes Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.0311.03); provided that any . 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 who would beneficially own being converted, (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderx) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required event the Early Conversion Date occurs on or prior to provide 61 days’ written notice September 23, 2017, the Early Conversion Payment and (y) in all cases, accrued and unpaid interest to the Company prior 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 any such conversion. The receive the Early Conversion Rate is subject to adjustment pursuant to Section 12.06Payment. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the The Company shall have the right to convert the Notes (the “Mandatory Conversion”) any outstanding Notes ), 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 sharesshares of Common Stock in accordance with Section 11.03), if each of the following conditions are satisfied: (i) if the Daily VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days (the “Mandatory Conversion EventVWAP Condition”). Upon the occurrence of the Mandatory Conversion Event, ) and (ii) the Company shall deliver notice delivers to the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not notice of the Company’s election of its right to convert the Notes no later than the open of business on the second business day third Business Day immediately following the 20th Trading Day of any such 30 Trading Day period (a “Mandatory Conversion EventNotice”), which notice shall specify that the Mandatory Conversion shall occur not later than on the third business day sixth 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 the Mandatory Conversion such notice (such date, the “Mandatory Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant ; provided that, the Company’s right to an Optional Conversion or cause a Mandatory Conversion shall be added to suspended during the principal amount of such Note being converted. (d) If a Holder exercises its right to require period beginning on the Company to repurchase its Notes pursuant to a Prepayment Offer or date a Change of Control Offer in accordance with Section 4.10 or Section 4.15is made and continuing to, respectivelyand including, 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 the applicable Change of Control Offer. (e) In Settlement Date. For the avoidance of doubt, in the event that any Holder notified the Company (1) in the case of 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, Holders shall not be entitled to receive the Early Conversion pursuant to Payment or, except as provided in Section 12.01(b11.02(f), at any time beginning with accrued and unpaid interest. 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. 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 Event Notice and (y) ending 30 calendar days following on, and including, the effectiveness of such conversion, that such Holder will beneficially own Mandatory Conversion Date (the “Equity Conditions Measuring Period”). The Equity Conditions are as determined in accordance with Section 13(dfollows: (i) of the Exchange Act and the rules and regulations promulgated thereundereither (1) in excess of 9.99% of the outstanding all shares of Common Stock or otherwise be deemed to be an “affiliate” issuable upon conversion of the Notes and held by a non-Affiliate of the Company shall be eligible for purposes 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 Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received 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 conversion.shelf registration statement to remain effective and available for use from the Mandatory Conversion Date until thirty days following the Mandatory Conversion Date; (fii) At the request 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 HolderNotes validly surrendered for conversion with an Early Conversion Date prior to the Mandatory Conversion Date in accordance with the terms of this Indenture, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” shall have delivered and paid the number of 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 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 continuing. For the avoidance of doubt, the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant may exercise its right to Section 12.01(a) or cause more than one Mandatory Conversion pursuant 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 Section 12.01(bcause Mandatory Conversion in part, the Conversion Agent will select the Notes to be converted pro rata, by lot or by any other method the Conversion Agent in its sole discretion deems fair and appropriate (or, in the case of Notes represented by Global Notes, in such manner as DTC may require), in denominations of $2,000 or any integral $1,000 multiple in excess thereof.

Conversion. (a) At any time following 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 receipt 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 Required Stockholder Approval and the effectiveness Conversion Price per share of the Charter AmendmentCommon Stock on such preceding trading day. A Holder may also surrender Securities for conversion into cash and, Holders if applicable, shares of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, Common Stock if at any time and from time to time, on any Business Day, prior either: (i) the senior implied rating assigned to the earliest 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 (1) this Security, even if the foregoing provisions have not been satisfied, and such Securities may be surrendered for conversion into cash and, if applicable, with respect to a Note called for redemption, shares of Common Stock until the close of business on the Business Day prior to the 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 Stock 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 of the trading day immediately preceding the Redemption Date 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 (2) distribution, and such Holder may surrender such Securities for conversion at any time thereafter until the close of business on the Business Day immediately preceding prior to the Maturity Daterecord date or until the Company announces that such distribution shall not take place. Finally, into Common Stockin the event that the Company is a party to a consolidation, at merger, transfer or lease of all or substantially all of its assets or if a conversion rate transaction described in clause (the “Conversion Rate”2) of 81.2 shares per $1,000 principal amount 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 Notes (plus cash Securities, in lieu of fractional shares of each case pursuant to which the Common Stock would be converted into cash, securities or other assets, a Holder may surrender Securities for conversion at any 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 Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) the terms of the Exchange Act and Indenture. A Security in respect of which a Holder has delivered a Change of Control Purchase Notice exercising the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion option of such Holder’s Notes shall be required Holder to provide 61 days’ written notice to require the Company prior to any purchase 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 shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”)Security may be not converted. Upon the occurrence of the Mandatory Conversion Eventconversion, the Company shall deliver notice to the Holders of the Notes, 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 no payment or the Mandatory Conversion (such date, the “Conversion Date”). The adjustment for accrued and unpaid interest on any Note being a converted pursuant to an Optional Conversion or Mandatory Conversion shall be added Security (other than the payment of interest to the principal amount Holder of such Note being converted. (d) If a Holder exercises its right to require Security at the Company to repurchase its Notes pursuant to close of business on 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 event that any Holder notified the Company (1) in the case of an Optional Conversion record date pursuant to Section 12.01(a1 of this Security) or for dividends or distributions on the Common Stock shall be made. The initial conversion price is $17.859 per share of Common Stock (the “Conversion Price”), at any time beginning on the date subject to adjustment in certain events described in Sections 11.06, 11.07, 11.08, 11.09, and 11.10 of the provision Indenture. No adjustment in the Conversion Price will be required unless such adjustment would require a change of at least 1% in the Optional Conversion Notice and ending Price then in effect; provided that any adjustment that would otherwise be required to be made shall be carried forward, aggregated with the effectiveness of such Optional Conversionany previous adjustment which would otherwise have been made, and (2) taken into account in any subsequent adjustment. The Company from time to time may voluntarily reduce the case Conversion Price for a period of a Mandatory at least 20 days. The Conversion pursuant to Section 12.01(b), at any time beginning with the date Price shall be adjusted for dividends or distributions on shares of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined Common Stock payable 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 other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to be an “affiliate” all holders of the Company for purposes Common Stock of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the certain rights to purchase shares of Common Stock received upon for a period expiring within 60 days after the record date for such conversion. (f) At distribution at a price per share less than the request Current Market Price per share as defined in the Indenture; distributions to such holders of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” assets or debt securities of the Company for purposes 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 the 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, a Holder must (1) complete and sign the conversion notice annexed to the Security, (2) surrender the Security to the Conversion Agent, (3) furnish the appropriate endorsements and transfer documents if required by the Registrar or 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 Act and/or may be surrendered for conversion in accordance with the Exchange Act upon any Optional Conversion pursuant Applicable Procedures. A Holder may convert a portion of a Security if the portion is $1,000 or an integral multiple of $1,000. If the Company is a party to Section 12.01(a) a consolidation or Mandatory Conversion pursuant merger, or a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding Common Stock, the right to Section 12.01(b)convert a Security into cash and, if applicable, Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

Conversion. (ai) At any time following the receipt Automatic Conversion on Next Equity Financing. The outstanding principal balance and unpaid accrued interest on this Note shall automatically convert into shares of the Required Stockholder Approval and Company's equity securities at the effectiveness closing of the Charter Amendment, Holders 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 Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Company's Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of to its employees, directors, and consultants, or the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares issuance of Common Stock upon exercise or conversion of such Holder’s Notes shall be required to provide 61 days’ written notice securities outstanding prior to the Company prior to any such conversiondate hereof shall not constitute a Next Equity Financing. 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 shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes such equity securities to be issued upon such conversion shall be equal to the Conversion Rate then in effect quotient obtained by dividing (plus cash in lieu of fractional sharesa) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect outstanding principal and unpaid accrued interest due on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 this Note on the date of occurrence conversion by (b) the price per share of the Optional Conversion or equity securities sold to the Mandatory Conversion (such date, investors in the “Conversion Date”)Next Equity Financing. The accrued and unpaid interest on any issuance of such shares upon conversion of this Note being converted pursuant to an Optional Conversion or Mandatory Conversion this Section 2(a)(i) shall be added upon and subject to the principal amount same tem1sand conditions applicable to the Next Equity Financing. Investor agrees to execute all necessary documents in connection with the conversion of such this Note being convertedand the Next Equity Financing including but not limited to. a definitive stock purchase agreement. (dii) If 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 Holder exercises its right new class of equity securities designed "Series A Preferred Stock." The number of shares of Series A Preferred Stock to require be issued upon such conversion shall be equal to the quotient obtained by dividing (a) the outstanding principal and unpaid accrued interest due on this Note on the date of conversion, by (b) the price per share of the Series A Preferred Stock, such price per share to be calculated based on “pre-money” valuation for the Company to repurchase its Notes at such time of $2.000.000. The issuance of Series A Preferred Stock upon conversion of this Note pursuant to a Prepayment Offer or a Change this Section 2(a)(ii) shall be upon terms and conditions that are normal and customary for similar transactions 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 this nature. Investor agrees to have its Notes repurchased execute all necessary documents in connection with such Prepayment Offer or Change conversion of Control Offerthis Note. Including, but not limited to, a definitive stock purchase agreement. (e) In the event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following Commencing six months from the receipt of date the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert Company first receives proceeds from its initial public offering (the “Optional ConversionIPO Date”) their outstanding Notesuntil this Note is no longer outstanding, the principal of and, with the consent of the Company, the accrued interest on this Note shall be convertible, in whole at any time or in part from time to time, into shares of Common Stock at the option of the Holder, 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, on that if any Business Day, such anniversary shall occur prior to six months from the earliest 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 Company a Notice of (1) if applicable, with respect to a Note called for redemptionConversion, the close form of business on which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of and, with the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) consent of the Exchange Act Company, interest on this Note to be converted and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes date which 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 shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not no 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 Business Day after the date the Notice of occurrence of Conversion is received by the Optional Conversion or the Mandatory Conversion Company (such date, the “Conversion Date”). The 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. No ink-original Notice of Conversion shall be 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 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 any Note being converted pursuant to an Optional Conversion or Mandatory Conversion the Share Delivery Date. Conversions hereunder shall be added to have the effect of lowering the outstanding principal amount of such this Note being converted. (d) If a in an amount equal to the applicable conversion. The Holder exercises its right to require and 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 repurchase its Notes pursuant to a Prepayment Offer or a Change any Notice of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, Conversion within one (1) Business Day of delivery of 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 Notice of Control Offer. (e) Conversion. In the event that of any dispute or discrepancy, the records of the Holder notified the Company (1) shall be controlling and determinative in the case absence of an Optional Conversion pursuant to Section 12.01(a)manifest error. The Holder, at and any time beginning assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions 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 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionface hereof. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (ai) At any time following the receipt Shares of the Required Stockholder Approval and Convertible Preferred Stock will be convertible at the effectiveness option of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding NotesHolder thereof, at any time and from time to time, on any Business Day, prior into a number of shares of Class A Common Stock equal to the earliest aggregate liquidation preference amount of (1) the shares of Convertible Preferred Stock surrendered for conversion divided by the Conversion Price as then in effect, except that, if applicable, with respect to a Note shares of Convertible Preferred Stock are called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding 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 Redemption Date Company will, at its option, either round up the number of shares to be issued to the nearest whole share or (2) 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 immediately preceding the Maturity Datedate 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, into appropriately completed, to the transfer agent for the Class A Common Stock. The transfer agent shall issue one or more certificates representing the Class A Common Stock to be issued 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, at a conversion rate the Conversion Price shall be $16.00 (the “Conversion RatePrice”). Such Conversion Price shall be adjusted as hereinafter provided. (ii) of 81.2 shares per $1,000 principal amount of (A) In case the Notes Company shall (plus cash I) pay a dividend or distribution in lieu of fractional shares of its Class A Common Stock in accordance with Section 12.03); provided that any Holder on its shares of Notes who would beneficially own Class A Common Stock, (as determined in accordance with Section 13(dII) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the subdivide its outstanding shares of Class A Common Stock upon conversion 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 Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any transaction being called a “Stock Transaction”), then and in each 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 Amendmentcase, the Company shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company immediately prior thereto shall deliver notice to the Holders of the Notes, 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 be adjusted so that the Mandatory Conversion shall occur not later than Holder of a share of Convertible Preferred Stock surrendered for conversion after the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease record date fixing stockholders to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (be affected by such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion Stock Transaction shall be added entitled to receive upon conversion the principal amount number 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 shares of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, Class A Common Stock which such Holder may convert its Notes into Common would have been entitled to receive after the happening of such event had such share of Convertible Preferred Stock only if it withdraws its election been converted immediately prior to have its Notes repurchased in connection with such Prepayment Offer or Change record date. Such adjustment shall be made whenever any of Control Offer. (e) In the event that any Holder notified the Company (1) in the case such events shall happen, but shall also be effective retroactively as to shares of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on Convertible Preferred Stock converted between such record date and 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request happening of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)event.

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentSubject to compliance with Section 10.02, Holders of the Notes a Holder shall have the right to convert all or any portion (the if such portion is $1,000 principal amount or an integral multiple of $1,000 principal amount) of its Notes (“Optional Early Conversion”) their outstanding Notes), at any time and from time to time, the date of issuance up until the close of business on any Business Day, prior to the earliest earlier of (1i) if applicable, the fifth Business Day following the date of a Mandatory Conversion Notice for such Note delivered in accordance with Section 10.01(b), (ii) if applicable, with respect to a Note called for redemption, the close of business on Business Day immediately preceding the redemption date or (iii) the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Datematurity date, into a number of shares of Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares Stock per $1,000 principal amount of Notes being converted equal to the Notes Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.0310.03); provided that any . 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 who would beneficially own Notes, (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderx) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required event the Early Conversion Date occurs on or prior to provide 61 days’ written notice August 19, 2017, the Early Conversion Payment and (y) in all cases, accrued and unpaid interest to the Company prior Early Conversion Date. For the avoidance of doubt, in the event of an Early Conversion with an Early Conversion Date after August 19, 2017, Holders shall not be entitled to any such conversion. The receive the Early Conversion Rate is subject to adjustment pursuant to Section 12.06Payment. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the The Company shall have the right to convert the Notes (the “Mandatory Conversion”) any outstanding Notes ), 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 sharesshares of Common Stock in accordance with Section 10.03)), at any time and from time to time if each of the following conditions are satisfied: (i) if the Daily VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 10.12) exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days (the “Mandatory Conversion EventVWAP Condition”). Upon the occurrence of the Mandatory Conversion Event, ) and (ii) the Company shall deliver notice delivers to the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not notice of the Company’s election of its right to convert the Notes no later than the open of business on the second business day third Business Day immediately following the 20th Trading Day of any such 30 Trading Day period (a “Mandatory Conversion EventNotice”), which notice shall specify that the Mandatory Conversion shall occur not later than on the third business day sixth 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 the Mandatory Conversion such notice (such date, the “Mandatory Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant ; provided that, the Company’s right to an Optional Conversion or cause a Mandatory Conversion shall be added suspended during the period beginning on the date an Offer 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 Purchase is made in connection with a Change of Control and continuing to, and including, the purchase date (as defined in Section 3.04) relating to the 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 Purchase made in connection with such Prepayment Offer or Change of Control Offer. (e) In Control. For the avoidance of doubt, in the event that any Holder notified the Company (1) in the case of 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 if a Holder has not submitted an Early Conversion prior to Section 12.01(b), at any time beginning with the close of business on the fifth Business Day following the date of the Mandatory Conversion Event Notice, Holders shall not be entitled to receive the Early Conversion Payment or, except as provided in Section 10.02(f), accrued and ending 30 calendar days following unpaid interest. The Mandatory Conversion Notice shall state that the effectiveness of such conversionCompany is exercising its right to cause a Mandatory Conversion, that such Holder will beneficially own 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 (as determined in accordance with Section 13(dif other than the Trustee) on the Mandatory Conversion Date, all of the Exchange Act conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, and including, the rules and regulations promulgated thereunder) in excess of 9.99% date of the outstanding 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 or otherwise be deemed to be an “affiliate” issuable upon conversion of the Notes and held by a non-Affiliate of the Company shall be eligible for purposes 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 Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received 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) if Common Stock (or other security into which the Notes are convertible pursuant to Section 10.12) is to be delivered on such conversion., such Common Stock (or other security) 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; (fiii) At at or prior to the request settlement date of the Mandatory Conversion, for any HolderNotes validly surrendered for conversion with an Early Conversion Date prior to the Mandatory Conversion Date in accordance with the terms of this Indenture, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” shall have delivered and paid the number of shares of Common Stock and the amount of cash due upon conversion of the Notes to the Holders in accordance with Section 10.01(a); (iv) any applicable shares of Common Stock to be issued upon 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 continuing. For the avoidance of doubt, the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant may exercise its right to Section 12.01(a) or cause more than one Mandatory Conversion pursuant so long as any Notes are outstanding so long as it complies with the other requirements of this Section 10.01(b). If the Company exercises its right to Section 12.01(bcause Mandatory Conversion in part, the Conversion Agent will select the Notes to be converted pro rata, by lot or by any other method the Conversion Agent in its sole discretion deems fair and appropriate (or, in the case of Notes represented by Global Notes, in such manner as DTC may require), in denominations of $1,000 principal amount and multiples thereof.

Conversion. (a) At any time following or from time to time after the receipt occurrence and during the continuance of the Required Stockholder Approval and the effectiveness an Event of the Charter AmendmentDefault, Holders of the Notes or four hundred fifty (450) days after NDA Filing, Lender shall have the right convert option to convert, in whole or in part, the outstanding principal balance of and all accrued interest on the Pre-Approval Note, into shares of common stock of Borrower ("Common Stock") in accordance with the “Optional Conversion”) their outstanding Notes, at provisions of this Agreement. At any time and or from time to time, on any Business DayLender shall have the option to convert, prior to the earliest of (1) if applicable, with respect to a Note called for redemptionin whole or in part, the close outstanding principal balance of business and all accrued interest on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity DateFirst Year Sales Note, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with the provisions of this Agreement. Notwithstanding the foregoing, in the event that Lender exercises its conversion rights under this Section 12.03); provided that any Holder 2.07 to convert in part outstanding principal and interest amounts under the Notes and such conversion results in Lender owning in excess of Notes who would beneficially own twenty percent (as determined in accordance with Section 13(d20%) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ Stock, then promptly following written notice thereof to the Company prior Lender by Borrower, Lender will exercise its conversion rights with respect to any such conversionremaining principal and interest under the Notes. 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 shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal 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 Fair Market Value as of the Conversion Effective Date (as defined below); provided, however, that if Lender converts any portion of the 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) days 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 Rate then in effect (plus cash in lieu of fractional shares) if Effective Date the Daily VWAP 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 exceeds or is equal shall terminate. Notwithstanding anything to the Threshold Price contrary in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon Section 2.07(a) above, if such notice of conversion is given after the occurrence and during the continuance of the Mandatory Conversion Eventan Event of Default, the Company such notice shall deliver notice to the Holders remain valid and such conversion shall remain effective if thereafter such Event of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (Default is not continuing. Promptly upon delivery of 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 Borrower shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice inform Lender of the Mandatory Conversion Eventaggregate percentage of Borrower's capital stock Lender will hold after such conversion. (c) Interest Upon the Conversion Effective Date, the outstanding principal and interest under the Notes shall cease to accrue on any Notes on be deemed paid in the date of occurrence amount of the Optional Conversion or 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 event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date portion of the provision Notes converted by Lender. After the Conversion Effective Date, Borrower shall, as soon as is practicable, issue and deliver to Lender at its principal office a certificate or certificates for the number of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant Shares 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received which Lender is entitled upon such conversion. (fd) At Borrower shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the request purpose 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 Holdertime 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, in addition to such other remedies as shall be available to Lender, Borrower shall use its best efforts to take such corporate action as may, in the opinion of 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. (e) Upon conversion of the Notes pursuant to this section, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not Conversion Shares shall be an “affiliate” included in the definition of the Company "Shares" for all purposes of the Securities Act and/or Stock Purchase Agreement dated as of the Exchange Act upon any Optional Conversion same date hereof, as amended, modified or supplemented from time to time, between Lender and Borrower. (f) Any conversion of Notes pursuant to this Section 12.01(a) 2.07 shall be subject to compliance with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇"), together with any other requirements for governmental consents. If any filing under the HSR Act is required in order to consummate such conversion, each of Borrower and Lender shall cooperate and work diligently to make such filing and obtain the termination or Mandatory expiration of the waiting period promptly. In the event of a delay in the conversion of the Notes by reason of the need to obtain governmental consents, the number of Conversion pursuant Shares to Section 12.01(bbe issued shall be the same 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) 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 right convert (the “Optional Conversion”) their outstanding Notes, 6.1 If at any time and from time to time, on any Business Day, prior to the earliest Maturity Date, the Prepayment Date, the Acceleration Date, and the Financing Date, the Payor or its parent shall merge with or become a subsidiary of (1) if applicablea publicly-traded company or the Payor or its parent shall become publicly traded, then this Note, together with respect to a Note called for redemption, accrued unpaid interest thereon outstanding at the close of business on the Business Day immediately preceding date of such event (a "Conversion Event") shall automatically convert into the Redemption Date 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 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 (2the "Conversion Option") at the close of business on the Business Day immediately preceding date of such exercise (the Maturity "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, fully paid and nonassessable shares of Common Stock (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 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 transfer 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 Common Stock, at a solely for effecting the conversion rate (of this Note, the “full number of whole Conversion Rate”) Shares then deliverable upon conversion of 81.2 shares per $1,000 the entire principal amount of this Note, and accrued unpaid interest thereon, at the Notes (plus cash time outstanding. Payor shall take at all times such corporate action as shall be necessary in lieu of fractional order that Payor may validly and legally issue fully paid and nonassessable shares of Common Stock in accordance with Section 12.03); provided the provisions of this Article 6. 6.6 In the event Payor at any time or from time to time shall make or issue, 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 any Holder the holder of Notes who this Note shall receive upon conversion thereof, in addition to the number of Conversion Shares receivable thereupon, the amount of securities of Payor which such holder would 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 have received had this Note been converted into shares of Common Stock on the date of such event and 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 Conversion Rate during such period with respect to the rights of the holder of this Note. 6.7 If the shares of Common Stock issuable upon the conversion of such Holder’s Notes this Note shall be required 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 event the holder of this Note shall have the right thereafter to provide 61 days’ written notice to convert this Note into the Company prior to any kind and amount of shares of stock and other securities and property receivable upon such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt reorganization, reclassification or other change, by holders of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal into which this Note might have been converted immediately prior to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds such reorganization, reclassification or is equal change, all subject to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 Eventfurther adjustment as provided herein. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or 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) 6.8 In the event that any Holder notified the Company of: (1) in the case any taking by Payor of an Optional Conversion pursuant to Section 12.01(a), at a record of any time beginning on the date of the provision holders of any class of securities for any purpose, including, but not limited to, determining the Optional Conversion Notice and ending with the effectiveness holders who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of such Optional Conversionstock of any class or any other securities or property, and 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 case manner described in Section 6.8, then and in such event, Payor will mail or cause to be mailed to the holder of record of this Note a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with notice specifying (i) the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of on which any such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act record is or was to be taken and the rules purpose therefor, (ii) the date and regulations promulgated thereunderpurpose of any shareholders meeting or proposed shareholders action without meeting, (iii) in excess 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 9.99% which the holders of the outstanding record of Common Stock are to surrender or exchange such shares of Common Stock for securities or otherwise be deemed 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holderissued or granted, the Company will use its reasonable efforts date of such proposed issue or grant and the persons or class of persons to cooperate with whom such Holder proposed issue or grant is to confirm with brokers that such Holder will not be an “affiliate” of offered or made. Such notice shall be mailed at least fifteen (15) days prior to the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(arecord date, shareholders meeting (or shareholders action without meeting) or Mandatory Conversion pursuant to other event specified in this Section 12.01(b).6.8

Conversion. (a) At any time following Subject to the receipt terms and conditions of the Required Stockholder Approval and the effectiveness Indenture, a Holder may convert each of the Charter Amendment, Holders its Securities into shares of the Notes shall have the right convert Common Stock at an initial conversion rate of 909.0909 shares per $1,000 Principal Amount of Securities (the “Optional ConversionConversion Rate”) their outstanding Notes), at any time and from time to time, on any Business Day, prior to the earliest close of (1) business on January 14, 2011. The Conversion Rate in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such Holder’s Securities so long as the Securities converted are an integral multiple of $1,000 principal amount. Accrued and unpaid interest and Liquidated Damages, if applicableany, with respect to a Note called will be deemed paid in full rather than canceled, extinguished or forfeited; provided, that if this Security shall be surrendered for redemption, conversion during the period from close of business on any Record Date for the payment of interest through the close of business on the Business Day immediately next preceding the Redemption following Interest Payment Date, such Security (or portion thereof being converted) must be accompanied by an amount, in funds acceptable to the Company, equal to the interest payable on such Interest Payment Date or (2) the close of business on the Business Day immediately preceding Principal Amount being converted; provided, however, that no such payment shall be required if there shall exist at the Maturity Datetime of conversion a default in the payment of interest on the Securities. In addition, to the extent the Holder elects to convert this Security into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance connection with Section 12.03); provided a transaction that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) constitutes a Fundamental Change that occurs on or prior to January 15, 2011, pursuant to which 10% or more of the Exchange Act and consideration for the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of 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 shall convert (the “Mandatory Conversion”) 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 other than cash in lieu of payments for fractional shares) if the Daily VWAP in such Fundamental Change transaction consists of the Common Stock exceeds cash or is equal securities (or other property) that are not traded or scheduled to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 be traded immediately 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 transaction on any Notes on the date of occurrence of the Optional Conversion a United States national securities exchange or 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any HolderNasdaq Global Market, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” increase the Conversion Rate for any Securities surrendered for conversion as set forth in Section 12.08 of the Company for purposes Indenture. [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] If an Event of Default shall occur and be continuing, the Principal Amount plus accrued and unpaid interest, through such date on all the Securities Act and/or may be declared due and payable in the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)manner and with the effect provided in the Indenture.

Conversion. (a) At any time following The Lender has the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notesright, at any time after the Effective Date, at its election, to convert all or part of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from time to time, on any Business Day, prior the Lender. If no objection is delivered from the Borrower to the earliest of (1) if applicableLender, with respect to a Note called for redemptionany variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the close Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that and waived any Holder of Notes who would 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 upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversionobjection thereto. 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 shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company Borrower shall deliver notice to the Holders of the Notes, 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 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts Lender and provided that the shares to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company issued are eligible for purposes transfer under Rule 144 of the Securities Act and/or of 1933, as amended (the Exchange Act “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any Optional Conversion pursuant to subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)4 of the Note is hereby deleted in its entirety.

Conversion. (a) At any time following In the receipt of event the Required Stockholder Approval ITAC/IXI Merger becomes effective and subject to and conditioned upon the effectiveness of the Charter AmendmentITAC/IXI Merger becoming effective, Holders of the Notes each Conversion Participant shall have the right option to convert its respective Conversion Amount pursuant to this Agreement and the ITAC Certification into such number of fully paid and non-assessable shares of ITAC’s Common Stock, par value $0.0001 per share (the “Optional ConversionITAC Stock”) their outstanding Notesas determined by dividing (A) such Conversion Participant’s Conversion Amount by (B) $6.50, at any time appropriately adjusted for stock dividends, stock splits and from time other recapitalizations subsequent to time, on any Business Day, the date of ITAC’s most recent publicly available securities law filing prior to the earliest execution of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 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 12.06this Agreement. (b) Following At any time on or after the receipt First Interest Payment Date, in the event the ITAC/IXI Merger is rejected by ITAC’s shareholders or otherwise fails to become effective, each Conversion Participant shall have the 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 Required Stockholder Approval Parent Guarantor (“IXI Stock”) as determined by dividing (A) such Conversion Participant’s Conversion Amount by (B) $0.656. The rights, preferences and the effectiveness privileges of the Charter Amendment, IXI Stock shall be as set forth in the Company shall convert currently effective 9th Amended and Restated Certificate of Incorporation of the Parent Guarantor attached hereto as Exhibit H (the “Mandatory Conversion”) any outstanding Notes into a number Amended and Restated Certificate 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 “Mandatory Conversion EventIncorporation”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 No fractional shares of Conversion Stock shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to be issued upon an Optional Conversion or Mandatory Conversion shall be added to the principal amount Conversion. If, upon an Optional Conversion, a fraction of a share would otherwise result, then in lieu of such Note being converted. fractional share the Parent Guarantor (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 event that any Holder notified the Company (1) in the case of 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 3.2(b) above) or ITAC (2) in the case of a Mandatory an Optional Conversion pursuant to the combined provisions of Section 3.2(a) above and the ITAC Certification) will pay the cash value of that fractional share. (d) An Optional Conversion shall be effectuated by the Conversion Participant by furnishing both the Parent Guarantor and 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 12.01(b3.2(b) above), at any time beginning with no later than within sixty (60) Business Days following the closing date of the Mandatory ITAC/IXI Merger (in the case of an Optional Conversion Event pursuant to the combined provisions of Section 3.2(a) above and ending 30 calendar days the ITAC Certification) or no later than within sixty (60) Business Days following the effectiveness 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 conversionConversion 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, that such Holder will beneficially own (as determined in accordance with Section 13(d) Lender and/or Leumi Guarantor shall be deemed to have waived its right for Optional Conversion and such right shall automatically, without any action on the part of the Exchange Act Parent Guarantor and/or ITAC, be of no further force and effect with respect to such Lender and/or Leumi Guarantor. (e) The date on which the rules and regulations promulgated thereunder) in excess of 9.99% of Conversion Participant delivers the outstanding shares of Common Stock or otherwise Conversion Notice, duly executed, to the Parent Guarantor shall be deemed to be an the date of Optional Conversion (the “affiliate” Optional Conversion Date”) for the purposes of determining the Conversion Amount. Facsimile delivery of the Company for purposes of Conversion Notice shall be accepted by the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering Parent Guarantor. Certificates representing the shares of Common Conversion Stock received issuable upon such conversionan Optional Conversion, containing the restrictive legend then in effect, will be delivered to the Conversion Participant as soon as practicable after the Optional Conversion Date. (f) At the request of any Holder, the Company Any Conversion Amount converted into Conversion Stock will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder be deemed fully paid and all Obligations relating thereto will not be an “affiliate” deemed fully satisfied. Upon issuance of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)conversion stock, such shares shall be duly and validly issued.

Conversion. (a) At any time following Upon the receipt closing of the Required Stockholder Approval and Merger (as referred to in the effectiveness Note Agreement), all of Shockwave's indebtedness under this Note shall become convertible into equity securities of the Charter Amendmentsurviving corporation, Holders of the Notes shall have the right convert Shockwave (the “Optional Conversion”) their outstanding Notes"SERIES NEXT PREFERRED Stock"), at any time and from time to timeissued in Shockwave's next private equity financing (the "NEXT EQUITY FINANCING"), on any Business Day, provided the Next Equity Financing closes prior to the earliest Maturity Date of (1) if applicablethis Note. Upon the Next Equity Financing, with respect to a Borrower's indebtedness under this Note called for redemption, the close shall automatically be converted into that number of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional fully paid and nonassessable shares of Common Shockwave's Series Next Preferred Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 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 shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence dollar amount of the Mandatory Conversion Event, the Company shall deliver notice to the Holders all principal outstanding and interest accrued as of the Notes, 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 the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note conversion being converted pursuant into stock by Holder, divided by the price per share of Shockwave's Series Next Preferred Stock at which such Series Next Preferred Stock is or will be offered to an Optional other Series Next Preferred Stock investors (the "CONVERSION PRICE"); provided, however, that the Conversion Price will automatically, equitably and proportionally be adjusted to reflect any subdivision (stock split), combination (reverse stock split), stock dividend 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) other recapitalization affecting Shockwave's Series Next Preferred Stock. In the event that any Holder notified the Company Merger Agreement (1) as referred to in the case Note Agreement) is terminated according to its terms, all of an Optional Borrower's indebtedness under this Note shall automatically be converted into Borrower's Series D Preferred Stock 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 pursuant Price will automatically, equitably and proportionally be adjusted to Section 12.01(areflect any subdivision (stock split), at any time beginning 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 date of the provision 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 Optional Conversion Notice Series D Preferred Stock. Borrower covenants and ending agrees with Holder that Borrower will not in any way alter, amend or modify any of the effectiveness rights, preferences, privileges or restrictions of such Optional ConversionBorrower's Series D Preferred Stock, and (2) or to issue, eliminate or reduce the number of authorized shares of Borrower's Series D Preferred Stock. Upon the conversion of Borrower's outstanding indebtedness hereunder pursuant to this Section, Borrower, at its expense, will as soon as practicable cause to be issued in the case name of and delivered to 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 Note or any part hereof. If, upon any conversion of this Note, a fraction of a Mandatory Conversion pursuant share would otherwise result, then Shockwave or Borrower, as the case may be, will pay Holder an amount of cash equal to Section 12.01(b), at any time beginning with the date fair market value of one share of the Mandatory Conversion Event type and ending 30 calendar days following the effectiveness class of capital stock issuable to Holder upon such conversion, that such Holder will beneficially own conversion (as determined in accordance with Section 13(d) the Conversion Price or Borrower Conversion Price, as the case may be, applicable at the time of such conversion), multiplied by the Exchange Act and the rules and regulations promulgated thereunder) in excess fraction of 9.99% a share of the outstanding shares of Common Stock or stock to which Holder would otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionentitled. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. The 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) At any time following Upon the receipt occurrence of the Required Stockholder Approval and the effectiveness a Change of the Charter AmendmentControl, Holders each holder of the Notes Series A Preferred Shares shall have the right convert (the “Optional Conversion”) their outstanding Notesright, at any time and from time to time, on any Business Dayunless, prior to the earliest Change of Control Conversion Date, the Trust has provided or provides notice of its election to redeem the Series A Preferred Shares pursuant to the Redemption Right or Special Optional Redemption Right, to convert some or all of the Series A Preferred Shares held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of Common Shares, per Series A Preferred Share to be converted (the “Common Share Conversion Consideration”) equal to the lesser of (1A) if applicablethe 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 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 “Share Cap”), 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 Note called for redemptionShare Split shall be the number of Common Shares that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the close numerator of business on which is the Business Day 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 preceding prior to such Share Split. In the Redemption Date case of a Change of Control pursuant to which Common Shares shall be converted into cash, securities or other property or assets (2including any combination thereof) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion RateAlternative Form Consideration”) ), a holder of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 Series A Preferred Shares shall receive upon conversion of such Holder’s Notes shall be required Series A Preferred Shares the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to provide 61 days’ written notice receive upon the Change of Control had such holder held a number of Common Shares equal to the Company Common Share Conversion Consideration immediately prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt effective time of the Required Stockholder Approval and the effectiveness Change of the Charter Amendment, the Company shall convert Control (the “Mandatory ConversionAlternative Conversion Consideration”) 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 ; and the Common Stock exceeds Share Conversion Consideration or is equal the Alternative Conversion Consideration, as may be applicable to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (a Change of Control, shall be referred to herein as the “Mandatory Conversion EventConsideration”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 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 event that any Holder notified holders of Common Shares have the Company (1) opportunity to elect the form of consideration to be received in the case Change of an Optional Control, the 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 Consideration 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 an “affiliate” the kind and amount of consideration actually received by holders of a majority of the Company Common Shares that voted for purposes such an election (if electing between two types of consideration) or holders of a plurality of the Securities Act and/or Common Shares that voted for such an election (if electing between more than two types of consideration), as the Exchange upon such conversioncase may be, then the Company and will promptly enter into a Registration Rights Agreement covering the shares be subject to any limitations to which all holders of Common Stock received upon such conversion. (f) At the request of Shares are subject, including, without limitation, pro rata reductions applicable to any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” portion of the Company for purposes consideration payable in the Change of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)Control.

Conversion. Holders may surrender Securities for conversion into shares of CD Common Stock on any Conversion Date in a Conversion Period if the Sale Price (aas defined in the Indenture) At any time following the receipt of the Required Stockholder Approval and CD Common Stock for at least 20 trading days in the effectiveness 30 trading day period ending on the first day of such Conversion Period is more than 110% of the Charter Amendmentaccreted conversion price of a Security with a $1,000 Principal Amount at Maturity on such thirtieth day. The accreted conversion price is equal to the Issue Price plus accrued Original Issue Discount of such Security, with the sum thereof divided by the applicable Conversion Rate. A "Conversion Period" will be the period from and including the thirtieth trading day in a fiscal quarter to but not including the thirtieth trading day in the immediately following fiscal quarter. A Holder may also surrender for conversion a Security or portion of a Security which has been called for redemption pursuant to paragraph 5 hereof, even if the foregoing provision has not been satisfied, and such Securities may be surrendered for conversion until the close of business on the day that is two Business Days prior to the Redemption Date. In the event that the Company declares a dividend or distribution described in Section 10.7 of the Indenture, or a dividend or a distribution described in Section 10.8 of the Indenture where the fair market value of such dividend or distribution per share of CD Common Stock, as determined in the Indenture, exceeds 10% of the Sale Price of a share of CD Common Stock as of the Business Day prior to the date of declaration, the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall be not less than 20 days prior to the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, Ex-Dividend Time for such dividend or distribution and Securities may be surrendered for conversion at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, thereafter until the close of business on the Business Day immediately preceding prior to the Redemption Date Ex-Dividend Time or until the Company announces that such distribution will not take place. In addition, a Holder may surrender for conversion a Security or portion of a Security during such period, if any, as (i) the credit rating assigned to the Securities by both ▇▇▇▇▇'▇ Investor Services and Standard & Poor's Rating Group is below Baa3 and BBB-, respectively, (ii) the credit rating assigned to the Securities by both such rating agencies is suspended or withdrawn or (2iii) neither such rating agency is then rating the close Securities. Finally, in the event the Company is a party to a consolidation, merger or binding share exchange pursuant to which the shares of business on the Business Day immediately preceding the Maturity DateCD Common Stock would be converted into cash, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount securities or other property as set forth in Section 10.14 of the Notes (plus cash Indenture, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date the Company announces as the anticipated effective time until 15 days after the actual date of such transaction. A Security in lieu respect of fractional shares which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of Common Stock such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) the terms of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of 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 conversionIndenture. The initial 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 shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of 33.40 shares of CD Common Stock per $1,000 principal amount Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. A Holder which surrenders Securities for conversion will receive cash or a check in lieu of Notes equal any fractional share of CD Common Stock. To surrender a Security for conversion, 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 Rate then Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of 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 the shares of CD Common Stock except as provided in effect the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the CD Common Stock (plus together with the cash payment, if any, in lieu of fractional shares) if in exchange for 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note Security being converted pursuant to an Optional Conversion or Mandatory Conversion the terms hereof; and the fair market value of such shares of CD Common Stock (together with any such cash payment in lieu of fractional shares) shall be added treated as issued, to the principal amount extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such Note fair market value of such CD Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted. (d) If converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for dividends or distributions on CD Common Stock payable in CD Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of CD Common Stock; distributions to all holders of CD Common Stock of certain rights to purchase CD Common Stock for a Holder exercises its right period expiring within 60 days at less than the Average Sale Price at the Time of Determination; and distributions to require such holders of assets or debt securities of the Company or certain rights to repurchase its Notes pursuant to a Prepayment Offer or a Change purchase securities 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 event that any Holder notified the Company (1) excluding certain cash dividends or distributions). However, no adjustment need be made if Holders of the Securities may participate in the case transaction without conversion or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of an Optional Conversion pursuant to Section 12.01(a)all or substantially all of its assets, 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) or upon certain distributions described in the case of Indenture, the right to convert 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 Security into shares of CD Common Stock may be changed into a right to convert it into securities, cash or otherwise be deemed to be an “affiliate” other assets of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionor another person. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. Subject to the provisions of Article 10 of the Indenture, a Holder of a Note may convert such Note into shares of Common Stock of the Company if any of the conditions specified in paragraphs (a) At any time following the receipt through (g) of Section 10.01 of the Required Stockholder Approval and the effectiveness of the Charter AmendmentIndenture is satisfied; provided, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Noteshowever, at any time and from time to time, on any Business Day, prior to the earliest of (1) that if applicable, with respect to a such Note is called for redemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding before the Redemption Date or redemption date of such Note (2) 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 Business Day immediately preceding date such Default is cured and such Note is redeemed). The initial conversion price is $6.45 per share, subject to adjustment under certain circumstances as described in the Maturity 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 Price in effect on the Conversion Date, into Common Stock, at . In the event of a conversion rate 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), 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 “Conversion Rate”current market price (as defined in the Indenture) of 81.2 shares per $1,000 the Common Stock on the last Trading Day prior to the date of conversion. To convert a Note, a Holder must (a) complete and sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Note to the Conversion Agent, (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 held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. If a Holder surrenders a Note for conversion between the 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 Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03)Note or portion thereof then converted; provided provided, however, that any Holder of Notes who would 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 upon conversion of no such Holder’s Notes 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 a Note equal 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 shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount or any integral multiple thereof. A Note in respect of Notes equal to which a Holder has delivered a Purchase Notice or a Change of Control Repurchase Notice exercising 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 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 option 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 such Note as provided in Section 3.08 or a Change Section 3.09, respectively, of Control Offer the Indenture may be converted only if such notice of exercise is withdrawn as provided above and 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 event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date terms 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionIndenture. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following Subject to and upon compliance with the receipt provisions of Article VII of the Required Stockholder Approval and Third Supplemental Indenture, the effectiveness Debentures are convertible, at the option of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding NotesHolder, at any time on and from time to after the occurrence of any of the events described in paragraph (b) below, and before 5:00 pm, New York, New York time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date date of repayment of such Debentures, whether at Stated Maturity or upon redemption, into fully paid and nonassessable shares of Common Stock at an initial Conversion Ratio of 1.2248 shares of Common Stock for each $50 in aggregate principal amount of Debentures, subject to adjustment as described in such Article VII. A Holder may convert any portion of the principal amount of such Holder’s Debentures into (2x) a cash amount equal to the lesser of (i) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 aggregate principal amount of the Notes Debentures to be converted or (plus cash in lieu ii) the Applicable Stock Price multiplied by the Conversion Ratio (multiplied by the aggregate principal amount of fractional 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, that number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) equal to (i) the aggregate principal amount of Debentures to be converted divided by $50 and multiplied by (ii) (A) the Conversion Ratio minus (B) $50 divided by the Applicable Stock Price. Settlement in accordance with Section 12.03); provided that any Holder of Notes who would 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 cash and, if applicable, shares of Common Stock upon conversion will occur on the second Trading Day following the final trading day of such the Cash Settlement Averaging Period. Such day will be the 22nd Trading Day following the Property Trustee’s receipt of a Holder’s Notes shall conversion notice submitted by the 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 connection with a redemption, in which case the settlement day will be required to provide 61 days’ written the redemption date or (ii) such holder of Trust PIERS submits a conversion notice to during the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06period 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) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall A Holder’s right to convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon its Debentures will arise only upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders any of the Notes, 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 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).following:

Conversion. (a) At any time following the receipt Each Holder of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes Preferred Stock shall have the right convert (the “Optional Conversion”) their outstanding Notesat any time, at any time and from time its option, to timeconvert, on any Business Day, prior subject to the earliest terms and provisions of (1) if applicablethis Section 8 and subject to the limitations set forth in Section 11, with respect to a Note called for redemption, the close any or all of business on the Business Day immediately preceding the Redemption Date or (2) the close such Holder’s shares of business on the Business Day immediately preceding the Maturity Date, Preferred Stock into Common Stock, Stock at a conversion rate equal to the 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 81.2 shares per $1,000 principal amount Preferred Stock. Notwithstanding the foregoing, but subject to the Conversion Cap, each Holder of Preferred Stock shall have the right (the “Seven-Year Holder Conversion Right”) at any time after the seven-year anniversary of the Notes 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 accordance with Section 8(b) below no later than 5 Business Days following such 10th consecutive Trading Day, to convert any or 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 receipt of the Notice of Conversion; provided further, that in the event the Corporation elects to issue Common Stock for all or a portion of such conversion, the “Conversion Rate” for such conversion (plus 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 more than 19.99% of the shares of Common Stock outstanding on the Issue Date (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization) (such limitation, the “Conversion Cap”). Upon conversion of any share of Preferred Stock, the Corporation shall deliver to the converting Holder, in respect of each share of Preferred Stock being converted, a number of shares of Common Stock equal to the Conversion Rate, together with a cash payment in lieu of any fractional shares share of Common Stock in accordance with Section 12.03)10, on the second 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 Holder such payment in cash in lieu of Notes who would 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 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 of Common Stock to be delivered upon conversion of such shares of Preferred Stock shall be computed on the basis of the aggregate number of shares of Preferred Stock so surrendered. (c) With respect to any conversion of shares of Preferred Stock: (i) if there shall have been surrendered certificate or certificates, as the case may be, representing a greater number of shares of Preferred Stock than the number of shares of Preferred Stock to be converted, 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-entry form through the facilities of the Depositary, promptly following the relevant Conversion Date, the Corporation shall cause the Transfer Agent and Registrar to reduce the number of shares of Preferred Stock represented by the global certificate by making a notation on Schedule I attached to the relevant Global Preferred Share. (d) Immediately prior to the close of business on the Conversion Date 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 Notes Preferred Stock notwithstanding that the share register of the Corporation shall then be required closed or that certificates representing such Common Stock, if any, shall not then be actually delivered to provide 61 days’ written notice such Holder. On the date of any conversion, all rights with respect to the Company prior shares of Preferred Stock so converted, including the rights, if any, to 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 number of whole shares of Common Stock, if any, into which such shares of Preferred Stock have been converted (with a cash payment in lieu of any such conversion. fractional share of Common Stock in accordance with Section 10) and (B) exercise the rights to which they are thereafter entitled as holders of Common Stock, if any. (e) The Conversion Rate shall be adjusted, without duplication, upon the occurrence of any of the following events: (i) If the Corporation exclusively issues shares of Common Stock 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 subject 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 close of business on the 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 12.06. 8(e)(i) or Section 8(e)(ii), (b) Following dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to (or a cash amount paid pursuant to the receipt 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 Required Stockholder Approval and the effectiveness Closing Sale Prices of the Charter AmendmentCommon Stock over the 10 consecutive Trading Day period ending on, and including, the Company 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 convert become effective immediately after the close of business on the Record Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased, effective as of the date the Board determines not to pay the distribution, to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing (but subject to the limitations set forth in Section 11), if “Mandatory Conversion”FMV” (as defined above) any outstanding Notes into 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 number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then (determined without regard to the Conversion Cap, Beneficial Ownership Limitation or the Permitted Percentage Limitation) in effect (plus cash in lieu 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 fractional shares) if the Daily VWAP of a dividend or other distribution on the Common Stock exceeds consisting solely of shares of Capital Stock of any class or is equal series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Threshold Price in effect Corporation where such Capital Stock or similar equity interest is, or will be when issued, listed or admitted for trading on each applicable Trading Day for at least 15 consecutive Trading Days a U.S. national securities exchange (the a “Mandatory Conversion EventSpin-Off”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business Rate will be increased based 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 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).formula: w

Conversion. (a) At any time following 1.1 Without prejudice to the receipt provisions paragraphs 4.3 to 4.11 of the Required Stockholder Approval and the effectiveness of the Charter AmendmentSchedule 2 Part 1, Holders of the Notes shall have 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 right convert 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 “Optional ConversionOwnership Limit”) their outstanding Notes, at ). In the event that Conversion of any time and from time to time, on any Business Day, prior to Noteholder’s holding of Notes would result in such Noteholder exceeding the earliest of (1) if applicable, with respect to a Note called for redemptionOwnership Limit, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 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: (plus cash a) each Noteholder holding Tranche 1 Notes shall have the right, at 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 (together with any accrued but unpaid interest thereon) into fully paid Ordinary Shares at the Tranche 1 Conversion Price per Share; and (b) each Noteholder holding Tranche 2 Notes shall have the right, at 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 accrued but unpaid interest thereon) into fully paid Ordinary Shares at the Tranche 2 Conversion Price per Share, provided that, in lieu each of fractional shares the foregoing cases, at the time of Common Stock the Conversion Notice, either (i) such Noteholder’s aggregate voting rights in the Company is not in excess of the Ownership Limit and would not become in excess of the Ownership Limit as a result of the conversion contemplated by such Conversion Notice; or (ii) such Noteholder has waived the application of the Ownership Limit in accordance with Section 12.03)paragraph 1.4 of this Part 2 of Schedule 2. 1.4 Notwithstanding the foregoing, a Noteholder may increase or decrease the Ownership Limit to any other percentage, by written notice to the Company; provided, that the Noteholder may not decrease the limitation prior to August 8, 2020; provided further that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) a waiver by the Noteholder of the Exchange Act and Ownership Limit or a request to increase the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide Ownership Limit requires not less than 61 days’ days prior written notice to the Company prior (with such waiver of the Ownership Limit or request to increase the Ownership Limit taking effect only upon the expiration of such 61 day notice period and applying only to the Noteholder and not to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (bother holder of Notes) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 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 event that any Holder notified the Company (1) in the case of 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 Ownership Limit shall never be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).increased above 19.99

Conversion. (a) At any time following The mode of carrying the receipt of the Required Stockholder Approval Merger into effect and the effectiveness manner and basis of converting the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 S▇▇▇▇▇ into shares of 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 conversionNew Millennium are as follows: 9.1. 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 shall convert (the “Mandatory Conversion”) any outstanding Notes into a aggregate number of shares of S▇▇▇▇▇ Common Stock per $1,000 principal amount of Notes equal to issued and outstanding on the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP 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 exceeds or is equal to the Threshold Price in effect on each applicable Trading Day adjusted by any increase for at least 15 consecutive Trading Days fractional shares and reduced by any Dissenting Shares (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 the Mandatory Conversion (such date, the “Conversion Date”defined below). The accrued and unpaid interest on any Note being converted New Millennium Common Stock to be issued hereunder ("the New Millennium Shares") will be issued pursuant to an Optional Conversion or Mandatory Conversion 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 added 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 G▇▇▇▇▇ ▇▇▇▇▇ and 24,000,000 common shares held by the other shareholders of New Millennium. 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 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 retired and canceled as of the Merger Date. 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 evidence ownership of the same number of shares of New Millennium Common Stock. 9.6. New Millennium Common Stock shall be issued to the principal amount holders of such Note being converted. (d) If S▇▇▇▇▇ Common Stock in exchange for their shares on a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer prorata bases in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into each holder's relative ownership of the S▇▇▇▇▇ Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offerthat is being exchanged. 9.7. The shares of New Millennium Common Stock to be issued in exchange for S▇▇▇▇▇ Common Stock hereunder shall be proportionately reduced by any shares owned by S▇▇▇▇▇ shareholders who shall have timely objected to the Merger (ethe" Dissenting Shares") In the event that any Holder notified the Company (1) in the case of 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) the provisions of the Exchange Act and the rules and regulations promulgated thereunder) in excess General Corporation Law of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversionDelaware, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionas provided therein. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At 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, at their option (the “Optional Conversion Right”), to convert some or all of 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 (ii) at any time following the receipt of date that is twenty-four (24) months following the Required Stockholder Approval 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 effectiveness 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 Charter AmendmentTrading Market on each of such 30 consecutive full Trading Days, Holders of the Notes Corporation shall have the right convert right, at its option (the “Optional ConversionMandatory Conversion Right”) their outstanding Notes), at any time and from time to time, on any Business Day, prior convert up to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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% 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 Stock upon 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 Holder’s Notes shall be required to provide 61 days’ written notice to Series D-1 Preferred Shares by 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 shall convert Price (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event; provided, the Company shall deliver notice to the Holders of the Noteshowever, 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 Right may not be exercised by the Mandatory Conversion shall occur not later Corporation more than the third business day following the notice of the Mandatory Conversion Eventtwo (2) times in any twelve (12) month period. (cb) Interest shall cease to accrue on any Notes on the date of occurrence of the Any Optional Conversion or 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 subject to the principal amount of such Note being converted.following terms and conditions, as applicable: (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. (ei) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant order to Section 12.01(a), at any time beginning on the date of the provision of exercise the Optional Conversion Right, the holder of Series D-1 Preferred Shares shall send a 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 ending with the effectiveness 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, and (2) together with payment in the case lieu of any fraction of a Mandatory Conversion share, as provided in Section 6(d), to such holder. If fewer than all the Series D-1 Preferred Shares represented by a certificate delivered to the Corporation pursuant to this 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(d6(b)(i) 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 are to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange converted pursuant to a Holder Conversion Election Notice, upon such conversion, then conversion the Company will promptly enter into Corporation shall (or shall cause a Registration Rights Agreement covering transfer agent for the shares Series D-1 Preferred Shares to) also issue and deliver to the holder of Common Stock received upon such conversionSeries D-1 Preferred Shares a new certificate representing the Series D-1 Preferred Shares not so converted. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. The Holders of Trust Securities, subject to the limitations set forth in this Section, shall have the right, at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the converting Holders, into shares of Common Stock in the manner described herein on and subject to the following terms and conditions: (i) The Trust Securities will be convertible into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures having a principal amount equal to the aggregate Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial rate of ________ shares of Common Stock for each Trust Security (which is equivalent to a conversion price of approximately $ _____ per $10 principal amount of Debentures), subject to all of the adjustments with respect to the conversion price of the Debentures, as set forth in the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together with such certificates. The Notice of Conversion 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) At any time following to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon receipt of such written notice, deliver to the Required Stockholder Approval and Conversion Agent the effectiveness appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Depositor of the Charter Amendment, Holder's election to convert such Debentures into shares of Common Stock. Holders of Trust Securities at the Notes shall have close of business on a Distribution payment record date will be entitled to receive the right convert (Distribution paid on such Trust Securities on the “Optional Conversion”) their outstanding Notescorresponding Distribution Date notwithstanding the conversion of such Trust Securities on or following such record date but prior to such Distribution Date. Except as provided above, at neither the Trust nor the Depositor will make, or be required to make, any time payment, allowance or adjustment upon any conversion on account of any accumulated and from time to timeunpaid Distributions whether or not in arrears accrued on the Trust Securities surrendered for conversion, or on account of any Business Day, accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities submitted for conversion prior to the earliest expiration of (1conversion rights as provided in Section 4.3(iii) if applicable, with respect shall be deemed to a Note called for redemption, have been converted immediately prior to the close of business on the Business Day immediately preceding day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Redemption Date Conversion Agent in accordance with the foregoing provision (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 on the date of conversion. As promptly as practicable on or after the Conversion Date, the 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 Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (2iii) The conversion rights of holders of the Debentures and the corresponding conversion rights of Holders of Trust Securities shall expire at the close of business on the Business Day immediately preceding date set for redemption of the Maturity DateTrust Securities upon the mandatory or optional redemption of the Debentures. (iv) Each Holder of a Trust Security by its acceptance thereof initially appoints the Property Trustee, not in its individual capacity but solely as conversion agent, (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such 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 in accordance with this Section and (ii) to convert all or a portion of the Debentures into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section 12.03); provided that and to deliver to the Property Trustee any Holder of Notes who would beneficially own new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Debenture Trustee. (as determined in accordance with Section 13(dv) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding No fractional shares of Common Stock upon conversion will be issued as a result of conversion, but, in lieu thereof, such Holder’s Notes shall fractional interest will be required to provide 61 days’ written notice paid in cash by the Depositor 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 shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal Agent in an amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu Current Market Price of the fractional shares) if the Daily VWAP share 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion EventStock, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (will in turn make 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 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 payment to the principal amount Holder or Holders of such Note being Trust Securities so converted. (dvi) If a Holder exercises its right Nothing in this Section 4.3 shall limit the requirement of the Trust to require the Company to repurchase its Notes withhold taxes 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 event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date terms of the provision Trust Securities or as set forth in this Trust Agreement or otherwise required of the Optional Conversion Notice and ending with Property Trustee or the effectiveness Trust to pay any amounts on account 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionwithholdings. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following the receipt The conversion price for each share of the Required Stockholder Approval Series E Preferred Stock shall equal $2.13 and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert be subject to adjustment as set forth in Section 8 below (the “Optional ConversionConversion Price”) their outstanding Notes). 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 timetime from and after February 28, on any Business Day, prior to 2019 at the earliest option of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Dateholder thereof, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 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 shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount determined by dividing the Liquidation Preference of Notes equal to such share of Series E Preferred Stock, plus the aggregate accrued or accumulated and unpaid dividends thereon through the Conversion Rate then in effect Date (plus cash in lieu of fractional shares) if as defined below), by the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Conversion Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days 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 (the each, a “Mandatory Conversion EventNotice of Conversion”). Upon Each Notice of Conversion shall specify the occurrence number of the Mandatory Conversion Eventshares of Series E Preferred Stock to be converted, the Company shall deliver notice number of shares of Series E Preferred Stock owned prior to the Holders of the Notesconversion at issue, the Trustee number of shares of Series E Preferred Stock owned subsequent to the conversion at issue and the Conversion Agent (if other than the Trustee) date on which such conversion is to be effective (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 the Mandatory Conversion (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. The accrued and unpaid interest on any Note being converted pursuant to an Optional If a Conversion Date is not specified, or Mandatory is less than 30 calendar days after delivery of the Notice of Conversion, the Notice of Conversion shall be added to effective on the principal amount 30th day (or if such day is not a Business Day, the next Business Day) following delivery of such Note being convertedthe Notice of Conversion. (db) If Upon receipt of a Notice of Conversion, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-converting Holder”), that a Notice of Conversion has been delivered and provide each Non-converting Holder exercises its right with a copy of such Notice of Conversion. The Board shall deliver a waiver of the Ownership Limit to require the Company to repurchase its Notes a Non-converting Holder pursuant to a Prepayment Offer or a Change Article IX(A)(7) of Control Offer the Articles prior to the Conversion Date if (i) such Non-converting Holder provides the Board the representations and undertakings specified in accordance with Section 4.10 or Section 4.15Article 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, 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) at the Corporation’s expense). In the event that 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 notified or the Company Corporation convert (1) in the case of 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 along with the effectiveness aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of such Optional Conversion, and shares of Common Stock (2) in the case including any fraction 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 share) determined in accordance with this Section 13(d) 8 on the Conversion Date, concurrently with the conversion of the Exchange Act and shares specified in the rules and regulations promulgated thereunder) in excess Notice of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionConversion. (fc) At the request first annual meeting of any Holdershareholders following the issuance of the Series E Preferred Stock, the Company will Corporation shall seek (and use its commercially reasonable efforts to cooperate obtain) shareholder approval of an amendment to the Articles that, in connection with such Holder to confirm with brokers that such Holder will not be an “affiliate” any conversion of the Company for purposes 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 the Securities Act and/or Series E Preferred Stock will violate the Exchange Act upon any Optional Conversion pursuant Ownership Limit, so long as the Board is able to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(bobtain the opinion of counsel specified in Article IX(A)(7).

Conversion. (a) At any time following Upon the receipt closing of the Required Stockholder Approval and Merger (as referred to in the effectiveness Note Agreement), all of Shockwave's indebtedness under this Note shall become convertible into equity securities of the Charter Amendmentsurviving corporation, Holders of the Notes shall have the right convert Shockwave (the “Optional Conversion”) their outstanding Notes"SERIES NEXT PREFERRED STOCK"), at any time and from time to timeissued in Shockwave's next private equity financing (the "NEXT EQUITY FINANCING"), on any Business Day, provided the Next Equity Financing closes prior to the earliest Maturity Date of (1) if applicablethis Note. Upon the Next Equity Financing, with respect to a Borrower's indebtedness under this Note called for redemption, the close shall automatically be converted into that number of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional fully paid and nonassessable shares of Common Shockwave's Series Next Preferred Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 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 shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence dollar amount of the Mandatory Conversion Event, the Company shall deliver notice to the Holders all principal outstanding and interest accrued as of the Notes, 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 the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note conversion being converted pursuant into stock by Holder, divided by the price per share of Shockwave's Series Next Preferred Stock at which such Series Next Preferred Stock is or will be offered to an Optional other Series Next Preferred Stock investors (the "CONVERSION PRICE"); provided, however, that the Conversion Price will automatically, equitably and proportionally be adjusted to reflect any subdivision (stock split), combination (reverse stock split), stock dividend 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) other recapitalization affecting Shockwave's Series Next Preferred Stock. In the event that any Holder notified the Company Merger Agreement (1) as referred to in the case Note Agreement) is terminated according to its terms, all of an Optional Borrower's indebtedness under this Note shall automatically be converted into Borrower's Series D Preferred Stock 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 pursuant Price will automatically, equitably and proportionally be adjusted to Section 12.01(areflect any subdivision (stock split), at any time beginning 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 date of the provision 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 Optional Conversion Notice Series D Preferred Stock. Borrower covenants and ending agrees with Holder that Borrower will not in any way alter, amend or modify any of the effectiveness rights, preferences, privileges or restrictions of such Optional ConversionBorrower's Series D Preferred Stock, and (2) or to issue, eliminate or reduce the number of authorized shares of Borrower's Series D Preferred Stock. Upon the conversion of Borrower's outstanding indebtedness hereunder pursuant to this Section, Borrower, at its expense, will as soon as practicable cause to be issued in the case name of and delivered to 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 Note or any part hereof. If, upon any conversion of this Note, a fraction of a Mandatory Conversion pursuant share would otherwise result, then Shockwave or Borrower, as the case may be, will pay Holder an amount of cash equal to Section 12.01(b), at any time beginning with the date fair market value of one share of the Mandatory Conversion Event type and ending 30 calendar days following the effectiveness class of capital stock issuable to Holder upon such conversion, that such Holder will beneficially own conversion (as determined in accordance with Section 13(d) the Conversion Price or Borrower Conversion Price, as the case may be, applicable at the time of such conversion), multiplied by the Exchange Act and the rules and regulations promulgated thereunder) in excess fraction of 9.99% a share of the outstanding shares of Common Stock or stock to which Holder would otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionentitled. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. Subject to the provisions of the Indenture, unless ---------- previously redeemed, the Notes are convertible (a) At in denominations of $1,000 principal amount at maturity or integral multiples thereof), at the option of the holder thereof, into Capital Stock of the Company at any time after 365 days following the receipt Issue Date and prior to the maturity date. The number of shares of Capital Stock of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders Company ("Conversion Shares") issuable upon conversion of the Notes shall have is equal to the right convert Accreted Value of the Notes being converted (on the date of conversion) divided by $25.00, subject to adjustment as provided in the Indenture (the “Optional Conversion”"Conversion Ratio"). Except as described below, no adjustment will be made on conversion of any Notes for interest accrued thereon or for dividends paid on outstanding Capital Stock of the Company. If Notes not called for redemption are converted (including pursuant to the mandatory conversion feature described below) their outstanding Notes, at any time after a record date for the payment of interest and from time to time, on any Business Day, prior to the earliest 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 (1including pursuant to the mandatory conversion feature described below) if applicableand, with respect 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 a Note the day of conversion. In the case of Notes called for redemption, conversion rights will expire at the close of business on the Business Trading Day immediately next preceding the Redemption Date or (2) date fixed for redemption, unless the close Company defaults in payment of business the redemption price. In addition, if the closing price on the Business Day immediately preceding Neuer Markt of the Maturity DateCommon Stock during any period described below has exceeded the price for such period referred to below for at least 30 consecutive Trading Days ("Market Criteria," with the 30-day period being referred to as the "Market Criteria Period"), into Common Stockand the Conversion Shelf Registration Statement described in paragraph 2 hereof is effective and available, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount all of the Notes (plus cash in lieu will be automatically converted into that number of fractional shares Conversion Shares derived by application of the Conversion Ratio; provided, however, that if the Market Criteria is satisfied during the 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 in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own is at least (as determined in accordance with Section 13(d) 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 Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of 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 Ratio is subject to adjustment pursuant to as provided in Section 12.06. (b) Following the receipt 10.5 of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 EventIndenture. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. A Holder of a Security may convert the principal amount of such Security (aor any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) 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 right convert (the “Optional Conversion”) their outstanding Notes, into Shares at any time on or after the opening of business on the 120th day after the Issue Date and from time to time, on any Business Day, or prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the seventh Business Day immediately preceding prior to the Redemption Stated Maturity Date or of the Securities, at the Conversion Ratio then in effect; provided, however, that if such Security is (2i) called for redemption pursuant to Article 11, such conversion right shall terminate at the close of business on the seventh Business Day immediately preceding the Maturity DateRedemption 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, into Common Stockin 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 a 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 rate 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 Rate”Ratio") is [ ], subject to adjustment as provided in this Article 18 of 81.2 shares per 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 Notes Current Market Price of an ADS on the ninth Trading Day following the Conversion Date, multiplied by the Conversion Ratio in effect on such Trading Day (plus a "Cash Alternative Payment"). Such payment shall be effected not later than ten Trading Days following the relevant Conversion Date. Except as 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 Common Stock Default (other than a default in the payment of such 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 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 Section 12.03)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 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 Holder of Notes who would beneficially own (as 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 13(d) 18.10 of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% Indenture; provided, further, that, if any part of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice Total Consideration paid to the Company prior to holders of Ordinary Shares in connection with any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt Change of the Required Stockholder Approval and the effectiveness Control consists of the Charter AmendmentListed Equity Securities, the Company shall right to convert (a Security into Shares will, from and after the “Mandatory Conversion”) any outstanding Notes 91st day after such Change of Control, be transformed into a right to convert such Security into a number of shares of Common Stock per $1,000 principal amount of Notes such Listed Equity Securities equal to the Conversion Rate then in effect sum of (plus cash in lieu i) the number of fractional shares) Listed Equity Securities which the Holder would have received if the Daily VWAP 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 Common Stock exceeds or is date of such Change of Control equal to the Threshold Price fair 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, 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 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 each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice any Regular Record Date to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open opening of business on the second 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 day following such Mandatory Conversion Event, which notice shall specify that on a Regular Record Date and ending at the Mandatory Conversion shall occur not later than the third opening of business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the first Business Day after the next succeeding Interest Payment Date, or if such interest payment date of occurrence of the Optional Conversion or the Mandatory Conversion (such dateis not a Business Day, the “Conversion Date”). The accrued and unpaid 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 any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to such Interest Payment Date on the principal amount of such Note Security then being converted. (d) If a , and such interest shall be payable to such registered Holder exercises its right to require notwithstanding 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 event that any Holder notified the Company (1) in the case of 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 conversion 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionSecurity. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. Each of the Parties agrees that, in the absence of any Event of Default (a) At any time or following the receipt waiver of the Required Stockholder Approval any Event of Default by Investor) and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, the First Principal Amount will automatically convert upon the consummation of Business Combination into Common Stockthe First CM Seven Star Unit Amount. Within five (5) Business Days of such consummation, at CM Seven Star shall issue to the Investor the First 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. Each of the Parties agrees that, in the absence of 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 conversion rate customary Registration Rights Agreement (the “Conversion RateRegistration Rights Agreement”) of 81.2 shares per $1,000 principal amount of with the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of Investor, pursuant to which CM Seven Star will grant to Investor the Exchange Act right, subject to the terms and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion conditions of such Holder’s Notes Registration Rights Agreement, to cause CM Seven Star to prepare and file with the Commission a registration statement with respect to the CM Seven Star Shares underlying the CM Seven Star Units and use its reasonable best efforts to cause such registration statement to become effective. CM Seven Star further confirms that, in connection with a demand registration pursuant to 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 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 Amendmentborne by CM Seven Star, the Company shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 Eventapplicable underwriting discounts and commissions and transfer taxes. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) (i) At any time following the receipt time, until this Debenture is no longer outstanding, this Debenture, including interest and principal, shall be convertible into shares of Common Stock at a price of Fifty Percent (50%) of the Required Stockholder Approval and average closing bid price, determined on the effectiveness of then current trading market for the Charter AmendmentCommon Stock, Holders of for the Notes shall have ten Business Days prior to the right convert Conversion Date, (the “Optional ConversionSet Price”) their outstanding Notes), at the option of the Holder, in whole or in part, at any time and from time to time, on any Business Day, prior . The Holder shall effect conversions by delivering to the earliest Company a Notice of (1) if applicable, with respect to a Note called for redemptionConversion, the close form of business which is attached hereto as Annex A (a “Notice of Conversion”), specifying the date on the Business Day immediately preceding the Redemption Date or which such conversion is to be effected (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion RateDate”) ). If no Conversion Date is specified in a Notice of 81.2 shares per $1,000 principal amount Conversion, the Conversion Date shall 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 Company or a notarized affidavit of lost debenture regarding this Debenture. The Company shall deliver any objection to any Notice of Conversion within two Business Days of receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Notes (plus cash Company shall be controlling and determinative in lieu the absence of fractional 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 (5) Business days following the period allowed for any objection, the Company shall be responsible for any differential in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) the value of the Exchange Act 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 rules date the shares of Common Stock are delivered. The Holder and regulations promulgated thereunder) in excess any assignee, by acceptance of 9.99% 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. (ii) If the Company, at any time while this Debenture is outstanding: (A) 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 upon conversion into a larger number of such Holder’s Notes 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 required to provide 61 days’ written notice to multiplied by a fraction of which the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following numerator shall be the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount (excluding treasury shares, if any) outstanding before such event and of Notes equal to which the Conversion Rate then in effect (plus cash in lieu denominator shall be the number of fractional shares) if the Daily VWAP shares 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 “Mandatory Conversion Event”)outstanding after such event. Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted Any adjustment made pursuant to an Optional Conversion this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or Mandatory Conversion distribution and shall be added to become effective immediately after 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 event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the effective 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 subdivision, combination or re-classification. (iii) Whenever the Set Price is adjusted pursuant to Section 12.01(b)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 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 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 beginning with while this Debenture is outstanding, (A) the date Company effects any merger or consolidation of the Mandatory Conversion Event 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 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 ending 30 calendar days following amount of securities, cash or property as it would have been entitled to receive upon the effectiveness 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, that such Holder will beneficially own (as determined in accordance with Section 13(d) the determination of the Exchange Act Set Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in such Fundamental Transaction, and the rules and regulations promulgated thereunder) Company shall apportion the Set Price among the Alternate Consideration in excess a reasonable manner reflecting the relative value of 9.99% any different components of the outstanding Alternate 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 Fundamental 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) The Company covenants that it will reserve and keep available, out of its authorized and unissued shares of Common Stock, solely for the purpose of issuance upon conversion of this Debenture, a sufficient number of shares of Common Stock or otherwise be deemed required to be an “affiliate” issued upon a conversion of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionthis Debenture. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At Subject to compliance with Section 11.02, at any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentReduction Cutoff Date, Holders of the Notes a Holder shall have the right to convert all or any portion (the if such portion is $1,000 Original Principal Amount or an integral multiple of $1,000 principal amount) of its Notes (“Optional Early Conversion”) their outstanding Notes), at any time and from time to time, on any Business Day, prior to the earliest of (1i) if applicable, the close of business on the fifth Business Day following the date of a Mandatory Conversion Notice delivered in accordance with Section 11.01(c), (ii) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2iii) the close of business on the Business Day immediately preceding the Maturity Datematurity date, into a number of shares of Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares Stock per $1,000 principal amount Original Principal Amount of Notes being converted equal to the Notes Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.0311.03); provided that any . 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 who would beneficially own (as determined being converted, accrued and unpaid interest to the Early Conversion Date 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 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 12.0611.02(b). (b) [Reserved] (c) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentReduction Cutoff Date, the Company shall have the right to convert the Notes (the “Mandatory Conversion”) any outstanding Notes ), in whole or in part, into a number of shares of Common Stock per $1,000 principal amount Original Principal Amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional sharesshares of Common Stock in accordance with Section 11.03), if each of the following conditions are satisfied: (i) if the Daily VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days commencing after the Reduction Cutoff Date (the “Mandatory Conversion EventVWAP Condition”). Upon the occurrence of the Mandatory Conversion Event, ) and (ii) the Company shall deliver notice delivers to the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not notice of the Company’s election of its right to convert the Notes no later than the open of business on the second business day 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 EventNotice”), which notice shall specify that the Mandatory Conversion shall occur not later than on the third business day sixth 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 the Mandatory Conversion such notice (such date, 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. The Cash equal to accrued and but unpaid interest on any Note with respect to the Notes being converted pursuant to an Optional Conversion or any Mandatory Conversion to but excluding the applicable Mandatory Conversion Date shall also be added 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 principal amount 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 Note being convertedRecord 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) If Notwithstanding the foregoing, a Holder exercises Reduction shall only occur, and the Company may only exercise its right to require cause a Mandatory Conversion, if, as evidenced by an Officers’ Certificate delivered to the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change Trustee and the Conversion Agent (if other than the Trustee) on any Reduction Settlement Date and any Mandatory Conversion Date, as applicable, all of Control Offer in accordance with Section 4.10 or Section 4.15the conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, respectivelyand including, 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 event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Reduction Notice (with respect to any Reduction) and any Mandatory Conversion Notice and ending with the effectiveness of such Optional ConversionNotice, as applicable, and (2y) in ending on, and including, the case of a corresponding Reduction Settlement Date (with respect to any Reduction) or Mandatory Conversion pursuant to Section 12.01(bDate, as applicable (the “Equity Conditions Measuring Period”), 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 . The Equity Conditions are as follows: (as determined in accordance with Section 13(di) of the Exchange Act and the rules and regulations promulgated thereundereither (1) in excess of 9.99% of the outstanding all shares of Common Stock or otherwise be deemed to be an “affiliate” issuable upon conversion of the Notes and held by a non-Affiliate of the Company shall be eligible for purposes 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 Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received 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 conversion.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; (fii) At the request 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 HolderMandatory 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 terms of this Indenture, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” shall have delivered and paid the number of 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 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 continuing. For the avoidance of doubt, the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant may exercise its right to Section 12.01(a) or cause more than one Mandatory Conversion pursuant 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 Section 12.01(bcause a Mandatory Conversion in part, the Conversion Agent will select the Notes to be converted pro rata, by lot or by any other method the Conversion Agent in its sole discretion deems fair and appropriate (or, in the case of Notes represented by Global Notes, in such manner as DTC may require), in denominations of Original Principal Amount of $1,000 or any integral $1,000 multiple in excess thereof.

Conversion. The shares of Series A Preferred Stock are not convertible into or exchangeable for any other property or securities of the Corporation, except as provided in this Section 8. (a) At any time following Upon the receipt occurrence of the Required Stockholder Approval and the effectiveness a Change of the Charter AmendmentControl, Holders each holder of the Notes shares of Series A Preferred Stock shall have the right convert (the “Optional Conversion”) their outstanding Notesright, at any time and from time to time, on any Business Dayunless, prior to the earliest Change of (1) if applicable, with respect to a Note called for redemptionControl Conversion Date, the close Corporation has provided or provides notice of business on its election to redeem the Business Day immediately preceding Series A Preferred Stock pursuant to the Redemption Date Right or (2) Special Optional Redemption Right, to convert some or all of the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate Series A Preferred Stock held by such holder (the “Change of Control Conversion RateRight”) on the Change of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 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 Control 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 shall convert (the “Mandatory Conversion”) any outstanding Notes Date into a number of shares of Common Stock per $1,000 principal amount share of Notes Series A Preferred Stock to be converted (the “Common Stock Conversion Consideration”) equal to the lesser of (A) the quotient obtained by dividing (i) the sum of (x) the $25.00 liquidation preference per share of Series A Preferred Stock to be converted plus (y) the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Rate then Date (unless the Change of Control Conversion Date is after a 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 Stock Price (as defined herein) and (B) 4.51957 (the “Share Cap”), 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 Stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Stock as follows: the adjusted Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (plus cash ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split. For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock (or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in lieu connection with the exercise of fractional sharesthe Change of Control Conversion Right shall not exceed 31,185,064 shares of Common Stock in total (or equivalent Alternative Conversion Consideration, as applicable)(the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap. In the case of a Change of Control pursuant to which shares of Common Stock shall be converted into cash, securities or other property or assets (including any combination thereof) if (the Daily VWAP “Alternative Form Consideration”), a holder of shares of Series A Preferred Stock shall receive upon conversion of such shares of Series A Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of Common Stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration”; and the Common Stock 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”). In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in the Change of Control, the Conversion Consideration will be deemed to be the kind and amount of consideration actually received by holders of a majority of the Common Stock exceeds that voted for such an election (if electing between two types of consideration) or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence holders of a plurality of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent Common Stock that voted for such an election (if other electing between more than the Trustee) (such noticetwo types of consideration), 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 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 event that any Holder notified the Company (1) in as the case of 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 Conversionmay be, and (2) in the case of a Mandatory Conversion pursuant will be subject 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 limitations to which all holders of Common Stock or otherwise be deemed are subject, including, without limitation, pro rata reductions applicable to be an “affiliate” any portion of the Company for purposes consideration payable in the Change of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionControl. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following Upon the receipt closing of the Required Stockholder Approval and Merger (as referred to in the effectiveness Note Agreement), all of Shockwave's indebtedness under this Note shall become convertible into equity securities of the Charter Amendmentsurviving corporation, Holders of the Notes shall have the right convert Shockwave (the “Optional Conversion”) their outstanding Notes"SERIES NEXT PREFERRED Stock"), at any time and from time to timeissued in Shockwave's next private equity financing (the "NEXT EQUITY FINANCING"), on any Business Day, provided the Next Equity Financing closes prior to the earliest Maturity Date of (1) if applicablethis Note. Upon the Next Equity Financing, with respect to a Borrower's indebtedness under this Note called for redemption, the close shall automatically be converted into that number of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional fully paid and nonassessable shares of Common Shockwave's Series Next Preferred Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 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 shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence dollar amount of the Mandatory Conversion Event, the Company shall deliver notice to the Holders all principal outstanding and interest accrued as of the Notes, 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 the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note conversion being converted pursuant into stock by Holder, divided by the price per share of Shockwave's Series Next Preferred Stock at which such Series Next Preferred Stock is or will be offered to an Optional other Series Next Preferred Stock investors (the "CONVERSION PRICE"); provided, however, that the Conversion Price will automatically, equitably and proportionally be adjusted to reflect any subdivision (stock split), combination (reverse stock split), stock dividend 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) other recapitalization affecting Shockwave's Series Next Preferred Stock. In the event that any Holder notified the Company Merger Agreement (1) as referred to in the case Note Agreement) is terminated according to its terms, all of an Optional Borrower's indebtedness under this Note shall automatically be converted into Borrower's Series D Preferred Stock 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 pursuant Price will automatically, equitably and proportionally be adjusted to Section 12.01(areflect any subdivision (stock split), at any time beginning 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 date of the provision 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 Optional Conversion Notice Series D Preferred Stock. Borrower covenants and ending agrees with Holder that Borrower will not in any way alter, amend or modify any of the effectiveness rights, preferences, privileges or restrictions of such Optional ConversionBorrower's Series D Preferred Stock, and (2) or to issue, eliminate or reduce the number of authorized shares of Borrower's Series D Preferred Stock. Upon the conversion of Borrower's outstanding indebtedness hereunder pursuant to this Section, Borrower, at its expense, will as soon as practicable cause to be issued in the case name of and delivered to 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 Note or any part hereof. If, upon any conversion of this Note, a fraction of a Mandatory Conversion pursuant share would otherwise result, then Shockwave or Borrower, as the case may be, will pay Holder an amount of cash equal to Section 12.01(b), at any time beginning with the date fair market value of one share of the Mandatory Conversion Event type and ending 30 calendar days following the effectiveness class of capital stock issuable to Holder upon such conversion, that such Holder will beneficially own conversion (as determined in accordance with Section 13(d) the Conversion Price or Borrower Conversion Price, as the case may be, applicable at the time of 2 194 such conversion), multiplied by the Exchange Act and the rules and regulations promulgated thereunder) in excess fraction of 9.99% a share of the outstanding shares of Common Stock or stock to which Holder would otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionentitled. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following Subject to and upon compliance with the receipt provisions of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemptionIndenture, the close Holder may surrender for conversion all or any portion of business on this Security that is in an integral multiple of $1,000(4). Upon conversion, the Business Day immediately preceding Holder shall be entitled to receive the Redemption Date or (2) consideration specified in the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of Indenture. No fractional shares share of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 shall be issued upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversiona Security. 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 AmendmentInstead, the Company shall convert pay a cash adjustment as provided in the Indenture. The initial Conversion Rate of the Securities shall be (the “Mandatory Conversion”x) any outstanding Notes into a number of 500 shares of Common Stock per $1,000 principal amount of Notes equal Securities (for Securities denominated in $1,000 increments) and (y) 0.5 shares of Common Stock per $1.00 principal amount of Securities (for Securities denominated in $1.00 increments), subject to adjustment in accordance with the provisions of Article 4 of the Indenture. If a Holder converts all or any portion of this Security in connection with the occurrence of certain Fundamental Change transactions, the Conversion Rate then shall be increased in effect (plus cash the manner and to the extent described in lieu of fractional shares) if the Daily VWAP Section 4.06 of the Common Stock exceeds Indenture. Securities surrendered for conversion (in whole or is equal in part) during the period from the close of business on any Regular Record Date to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open opening 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) next succeeding Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or 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 Payment Date shall be added accompanied by payment by the Holders of such Securities in funds to the principal amount of such Note being converted. (d) If a Holder exercises its right Conversion Agent acceptable to require the Company of an amount equal 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, the interest payable on such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with corresponding Interest Payment Date; provided that no such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company payment need be made: (1) in connection with a conversion following the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on Regular Record Date preceding the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and Final Maturity Date; (2) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (3) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security. A Security in the case respect of which 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 Holder has submitted a Fundamental Change Purchase Notice may be converted only if such Holder will beneficially own (as determined validly withdraws such Fundamental Change Purchase Notice in accordance with Section 13(d) the terms 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionIndenture. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At This Note, and any time following accrued and unpaid Interest hereon, at the receipt option of the Required Stockholder Approval 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 principal and any accrued and unpaid Interest may be converted, at the option of the holder, 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 Obligor a written conversion notice (the "Holder Conversion Notice"). Each Holder Conversion Notice shall specify the amount of Principal and Interest to be converted and the effectiveness 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 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 Charter AmendmentConversion Date. Each Holder Conversion Notice, Holders of once given, shall be irrevocable. (b) If the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, Obligor at any time and time, or from time to time, on subdivides (by any Business Daystock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the earliest Obligor at any time, or from time to time, combines (by combination, reverse stock split or otherwise) one or more classes of (1) if applicableits outstanding shares of Common Stock into a smaller number of shares, with respect the Conversion Price in effect immediately prior to a Note called for redemption, such combination will be proportionately increased. Any adjustment under this Section shall become effective at the close of business on the Business Day date 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 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 preceding prior to such reclassification or other change, and the Redemption Date 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). (2d) In case of any capital reorganization of the capital stock of the Obligor (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), 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 in this Section 4. The foregoing provisions of this Section 4(d) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Note. In all events, 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 so redeemed or converted, reclassified or ceases to exist (the "Termination Date"), shall receive, in lieu of the number of Conversion Shares that would have been issuable upon such conversion immediately prior to the 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. (f) Not later than ten (10) business days after the Conversion Date, the Obligor will deliver, or will cause to be delivered, to the Holder a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of all or a portion of the 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 Business Day immediately preceding tenth business day after the Maturity Datedate of exercise, into Common Stockthen 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, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Obligor's failure to timely deliver certificates representing Conversion Shares upon conversion rate of this Note as required pursuant to the terms hereof. (the “Conversion Rate”g) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional Certificates representing shares of Common Stock to be delivered upon a conversion hereunder may bear restrictive legends and may be Restricted Securities as defined in accordance with Section 12.03the 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"); provided that any Holder , 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 Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act its authorized and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding unissued shares of Common Stock upon a number of Conversion Shares necessary to satisfy a full conversion of such Holder’s Notes 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 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 shall convert (the “Mandatory Conversion”) any outstanding Notes into a number deliver stock certificates representing fractions of shares of Common Stock per $1,000 principal amount of Notes equal Stock. All fractional shares shall be rounded to the Conversion Rate then in effect (plus cash in lieu nearest whole share as full, final and complete satisfaction 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 its obligations for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 Eventany conversion hereunder. (cj) Interest The transfer of certificates for Conversion Shares shall cease be made without cost or charge to accrue on any Notes on the date of occurrence Holder in respect of the Optional Conversion issue or 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 delivery of such Note being converted. (d) If a Holder exercises its right certificate, provided that the Obligor shall not be required to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change pay any tax that may be payable in respect 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 event that any Holder notified the Company (1) transfer involved in the case issuance and delivery of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange certificate upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (fk) At Any and all notices or other communications or deliveries to be provided by the request of Holder hereunder, including, without limitation, any HolderConversion Notice, shall be in writing and delivered in accordance with the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” Section 9.2 of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)Purchase Agreement.

Conversion. (a) At any time following Subject to the receipt provisions of Article 11 of the Required Stockholder Approval and the effectiveness Indenture, a Holder of the Charter Amendment, Holders of the Notes shall have the right a Debenture may convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, such Debenture prior to the earliest Effective Time into shares of Common Stock of the Company if any of the conditions specified in paragraphs(a) through (1e) 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 applicable, with respect to a Note such Debenture is called for redemption, the close of business conversion right will terminate on the second Business Day immediately preceding the Redemption Date or of such Debenture (2) 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 Business Day immediately preceding date such Default is cured and such Debenture is redeemed). The initial conversion price prior to the Maturity Date, into Effective Time is $961.20 per share of Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules initial conversion price from and regulations promulgated thereunder) in excess of 9.99% of after the outstanding shares of 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 Effective Time is $8.84 per WPP Ordinary Share, subject to adjustment pursuant to Section 12.06. (b) Following under certain circumstances as described in the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert Indenture (the “Mandatory Conversion”) any outstanding Notes into a "CONVERSION PRICE"). The number of shares of Common Stock per $1,000 issuable upon conversion of a Debenture prior to the Effective Time is determined by dividing the principal amount of Notes equal Debentures converted by the Conversion Price in effect on the conversion date. The number of WPP Ordinary Shares represented by 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. In the event of a conversion of a Debenture prior to the Effective Time, the Company has the option, in lieu of delivering shares of Common Stock, to pay the Holder surrendering such Debenture an amount of cash determined in accordance with Section 11.02 of the Indenture. 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 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 obtained from the Conversion Agent) and deliver such notice to the Conversion Rate then Agent, (b) surrender the Debentures by delivering them to the Conversion Agent, at the office or agency maintained for such purpose in effect the Borough of Manhattan, The City of New York, (plus 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, prior to the Effective Time, Common Stock (unless the Company has elected to pay cash in lieu of fractional sharesdelivering shares of Common Stock) if and, from and after the Daily VWAP 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 Common Stock exceeds or is 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 Threshold Price in effect interest (including Contingent Interest and Additional Amounts, if any), payable on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business Interest Payment Date 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 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 the Debenture or portion thereof then converted; provided, however, that no such Note being converted. (d) If 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 exercises its right has delivered a Holder Change of Control Acceptance Notice exercising the option of such Holder to require the Company to repurchase its Notes pursuant to a Prepayment Offer such Debenture as provided in Section 3.11 or a Change Purchase Acceptance Notice exercising the option of Control Offer 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 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 event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date terms 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionIndenture. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)."

Conversion. (a) At Subject to applicable NASDAQ listing rule limitations (including, if applicable, approval by the Company’s stockholders), at any time following the receipt date of the Required Stockholder Approval this Note and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time up to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the 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, at a conversion rate $0.0001 par value per share (the “Conversion RateShares”) ), at the sole election of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 Lender 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 shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 Conversion Notice shall specify that state the Mandatory Conversion proposed effective date of such conversion (which date shall occur not later be no fewer than the third ten (10) business day days following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence delivery of the Optional Conversion or the Mandatory Conversion Notice) (such date, the “Conversion Date”). The accrued 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 unpaid interest 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 traded on the principal 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 being (or any 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 the issuance of the Notes under the Note Agreement pursuant to an Optional Conversion or Mandatory Conversion shall applicable NASDAQ listing rules) would be added in excess of 19.99% of the shares of Company Common Stock outstanding immediately prior to the principal amount issuance 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), and such Notes will not be fully convertible due to the 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 special meeting of stockholders. 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 meeting of its stockholders (the “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 seeking 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 Note being convertedproxy 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) If Upon the Conversion Date with respect to a Holder exercises its right conversion of this Note pursuant to require either Section 6(a) or 6(b) above, Lender hereby agrees to deliver the original of this Note to the Company to repurchase its Notes pursuant to a Prepayment Offer for cancellation (or a Change of Control Offer in accordance with Section 4.10 notice to the effect that the original Note has been lost, stolen or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if destroyed and an agreement acceptable to the Company whereby Lender agrees to indemnify the Company from any loss incurred by it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer this Note); provided, however, that upon the Conversion Date, this Note (or Change portion thereof) shall be deemed converted and of Control Offerno further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. (e) In On or before the event that any Holder notified second Trading Day following the Conversion Date (the “Share Delivery Date”), the Company shall, (1i) provided that the Company’s transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the case “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of an Optional Conversion pursuant to Section 12.01(a)Lender, at any time beginning on the date credit such aggregate number 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 to which Lender is entitled pursuant to such exercise to Lender’s or otherwise be deemed 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 be an “affiliate” 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 Company for purposes number of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon to which Lender is entitled pursuant to such conversion. (f) At exercise. Upon the request Conversion Date, Lender shall be deemed for all corporate purposes to have become the holder of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” record of the Company for purposes Conversion Shares with respect to which this Note (or portion thereof) has been converted, irrespective of the Securities Act and/or date such Conversion Shares are credited to the Exchange Act upon any Optional Holder’s DTC account or the date of delivery of the certificates evidencing such Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)Shares, as the case may be.

Conversion. (a) At any time following Subject to the receipt terms and conditions of the Required Stockholder Approval and the effectiveness Indenture, a Holder may convert each of the Charter Amendment, Holders its Securities into shares of the Notes shall have the right convert Common Stock at an initial conversion rate of 74.0741 shares per $1,000 Principal Amount of Securities (the “Optional ConversionConversion Rate”) their outstanding Notes), at any time and from time to time, on any Business Day, prior to the earliest close of (1) business on April 14, 2011. The Conversion Rate in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such ▇▇▇▇▇▇’s Securities so long as the Securities converted are an integral multiple of $1,000 principal amount. Accrued and unpaid interest and Liquidated Damages, if applicableany, with respect to a Note called will be deemed paid in full rather than canceled, extinguished or forfeited; provided, that if this Security shall be surrendered for redemption, conversion during the period from close of business on any Record Date for the payment of interest through the close of business on the Business Day immediately next preceding the Redemption following Interest Payment Date, such Security (or portion thereof being converted) must be accompanied by an amount, in funds acceptable to the Company, equal to the interest payable on such Interest Payment Date or (2) the close of business on the Business Day immediately preceding Principal Amount being converted; provided, however, that no such payment shall be required if there shall exist at the Maturity Datetime of conversion a default in the payment of interest on the Securities. In addition, to the extent the Holder elects to convert this Security into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance connection with Section 12.03); provided a transaction that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) constitutes a Fundamental Change that occurs on or prior to April 15, 2011, pursuant to which 10% or more of the Exchange Act and consideration for the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of 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 shall convert (the “Mandatory Conversion”) 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 other than cash in lieu of payments for fractional shares) if the Daily VWAP in such Fundamental Change transaction consists of the Common Stock exceeds cash or is equal securities (or other property) that are not traded or scheduled to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 be traded immediately 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 transaction on any Notes on the date of occurrence of the Optional Conversion a United States national securities exchange or 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any HolderNasdaq Global Market, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” increase the Conversion Rate for any Securities surrendered for conversion as set forth in Section 11.08 of the Company for purposes Indenture. [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] If an Event of Default shall occur and be continuing, the Principal Amount plus accrued and unpaid interest, through such date on all the Securities Act and/or may be declared due and payable in the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)manner and with the effect provided in the Indenture.

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) At any time 150 days following the receipt execution of the Required Stockholder Approval and Merger Agreement or (b) the effectiveness termination of the Charter Amendment, Holders 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 Notes 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 have be the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest later of (1) if applicable, 150 days following the execution of the Merger Agreement or (2) 100 days following the execution of such definitive agreement with respect to a Note called for redemptionSuperior Proposal. Notwithstanding anything to the contrary, Lender shall have no right to convert the close Obligations into any shares of business on the Business Day immediately preceding the Redemption Date or Series A Preferred Stock if (2a) the close of business on Penalty Loan Conditions are satisfied, (b) the Business Day immediately preceding Borrower shall have consummated prior to the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own Trigger Date an Unaffiliated Exit Event (as determined defined in accordance Exhibit B hereof) pursuant to an acquisition agreement with Section 13(d) a Person other than the Lender or its Affiliates and in which the public common stockholders of the Exchange Act and the rules and regulations promulgated thereunder) RMG Networks Holdings Corporation receive a fixed price in such transaction in excess of 9.99% $1.27 per share of common stock or (c) Lender fails to escrow funds with (or provide a letter of credit to) the outstanding shares Escrow Agent in amount of Common Stock upon conversion of such Holder’s Notes shall be $1,000,000 as 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. 2.2(b) and Lender has not cured or rectified such failure (bother than failing to perform by the initial required date) Following prior to the receipt termination of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 EventMerger Agreement. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following 5.1 Subject to the receipt of Lockup Period and Clause 5.9, the Required Stockholder Approval and the effectiveness of the Charter AmendmentNoteholders may, Holders of the Notes shall have the right convert (the “Optional Conversion”) in their outstanding Notesabsolute discretion, at any time and from time to time, on any Business Day, prior by one or more Conversion Notices to the earliest Company, elect to Convert such portion of the principal amount of the Advance and/or any interest thereon, as is specified in each Conversion Notice. 5.2 Upon receipt of any Conversion Notice, the Company will allot and issue to the Noteholders (1in the manner specified in the Conversion Notice) if applicablethe Applicable Percentage of such number of Ordinary Shares (rounded down to the nearest whole share) as is equal to the aggregate of the Conversion Amount and the Conversion Repayment Fee (the “Total Conversion Amount”), the Total Conversion Amount being divided by the Fixed Premium Placing Price and the relevant number of Ordinary Shares being Admitted in accordance with respect Clause 5.5. 5.3 The relevant repayment fee payable by the Company to the Noteholders in their Applicable Percentage arising from a Conversion will be reduced from the Repayment Fee to a Note called for redemption, sum representing five (5) per cent of the close principal amount of business on the Business Day immediately preceding Advance or Advances then outstanding and to be repaid by the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate Company (the “Conversion RateRepayment Fee”) ). 5.4 For the avoidance of 81.2 shares per $1,000 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 Notes relevant number of Ordinary Shares to the Noteholders (plus cash in lieu of fractional shares of Common Stock the manner specified in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(dthe Conversion Notice) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes has been completed. Such Ordinary Shares shall be required to provide 61 days’ written notice to the Company prior to allotted and issued as soon as practicable and in 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 shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not event by no later than the open of business on the second business day five (5thth) Trading 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 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 event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision relevant Conversion Notice. 5.6 The Company acknowledges and agrees that, following delivery of a Conversion Notice, each Noteholder may, subject to Clause 10, sell any or all of the Optional Ordinary Shares to be issued to it pursuant to such Conversion Notice and ending with prior to the effectiveness delivery of such Optional Conversion, and (2) in Ordinary Shares to the case of a Mandatory Conversion pursuant to Section 12.01(b), at Noteholders. 5.7 If any time beginning with Reorganisation takes place after the date of this Agreement such amendments to the Mandatory Conversion Event and ending 30 calendar days following Fixed Premium Placing Price shall be made as the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) auditors of the Exchange Act 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 rules and regulations promulgated thereunderCompany in writing, in default of which the 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) in excess of 9.99% of the outstanding shares of Common Stock or otherwise shall be deemed to be an “affiliate” acting as experts and not as arbitrators and their determination shall, in the absence of manifest error, be final and binding on 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 Maturity Date the Company for purposes 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 110% of the Securities Act and/or price per share of the Exchange upon such conversion, then relevant New Share Issuance. For the avoidance of doubt the exercise of any warrants granted prior to the date of this Agreement or the exercise of any options in the Company will promptly enter into shall not be deemed a Registration Rights Agreement covering the shares of Common Stock received upon such conversionNew Share Issuance. (f) At the request 5.9 Each Noteholder agrees that no more than 63.3% of any HolderAdvance (being principal and interest) may be converted at the Fixed Premium Placing Price. Accordingly, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” and as a worked example, no more than £950,000 of the Company for purposes of Initial Advance may be converted at the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)Fixed Premium Placing Price.

Conversion. (a) (i) At any time following the receipt time, until this Debenture is no longer outstanding, this Debenture, including interest and principal, shall be convertible into shares of Common Stock at a price of Fifty Percent (50%) of the Required Stockholder Approval and average closing bid price, determined on the effectiveness of then current trading market for the Charter AmendmentCommon Stock, Holders of for the Notes shall have ten Business Days prior to the right convert Conversion Date, (the “Optional ConversionSet Price”) their outstanding Notes), at the option of the Holder, in whole or in part, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any . The Holder of Notes who would 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 upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice effect conversions by delivering to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt a Notice of the Required Stockholder Approval and the effectiveness of the Charter AmendmentConversion, the Company shall convert form of which is attached hereto as Annex A (the a “Mandatory Notice of Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 specifying the date of occurrence of the Optional Conversion or the Mandatory Conversion on which such conversion is to be effected (such date, the a “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional If no Conversion or Mandatory Date is specified in a Notice of Conversion, the Conversion Date shall be added 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 principal amount Company or a notarized affidavit of lost debenture regarding this Debenture. The Company shall deliver any objection to any Notice of Conversion within two Business Days of receipt 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 Notice 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) Conversion. In the event that of any Holder notified dispute or discrepancy, the Company (1) in the case of 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 an “affiliate” records of the Company for purposes shall be controlling and determinative in the absence of the Securities Act and/or the Exchange upon such conversion, then manifest error. If the Company will promptly enter into a Registration Rights Agreement covering does not issue the shares of Common Stock received upon such conversion. underlying this Debenture after receipt of a Notice of Conversion within five (f5) At Business days following the request of period allowed for any Holderobjection, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not shall be an “affiliate” responsible for any differential in the value of the Company for purposes converted shares of Common Stock underlying this Debenture between the value of the Securities Act and/or closing price on the Exchange Act upon date which is ten Business Days after the Conversion Date and the date the shares of Common Stock are delivered. The Holder and any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)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.

Conversion. (a) At any time following A Holder of a Security may convert it into Shares in accordance with the receipt terms and conditions set forth in Article 11 of the Required Stockholder Approval and Indenture. After May 25, 2003, a Holder's right to convert Securities into Shares is subject to the effectiveness 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 Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemptionIndenture, the close of business on the Business Day immediately preceding the Redemption Date or Issuer shall deliver Shares (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus and cash in lieu of fractional shares of Common Stock Shares) in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) Article 11 of the Exchange Act and Indenture, whether or not the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written Issuer has delivered a 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 11.02 of the Required Stockholder Approval and Indenture to the effectiveness effect that the Securities will be paid in cash. The amount of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per cash to be paid for each $1,000 principal amount Principal Amount of Notes a Security shall be equal to the Market Price of a Share multiplied by the Conversion Rate then 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 (plus other than cash in lieu of fractional shares) if there has occurred (prior to, on or after, as the Daily VWAP 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). A-1-10 106 The initial Conversion Rate is 15.6824 Shares per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Issuer will deliver cash or a check in lieu of any fractional Share. In the event the Issuer exercises its option pursuant to Section 10.01 of the Common Stock exceeds or is 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 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 redeemed on a date within such period) must be accompanied by payment of an amount equal to the Threshold Price 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 payable by 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 or Defaulted 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 Agent, (2) surrender the Security to the Conversion Agent for cancellation, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, 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. A Holder may convert a portion of 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 distributions with respect to, any Shares except as provided in effect 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 each applicable Trading Day which interest was last paid) through the Conversion Date with respect to the converted 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 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 at least 15 consecutive Trading Days the 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 “Mandatory Conversion 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 the Mandatory Conversion Eventa Share Separation, the Company Conversion Rate of the Securities shall deliver notice 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 Issuer, interest in lieu of future Original Issue Discount shall accrue at the rate of 1.0% per annum on a principal amount per Security (the "Restated Principal Amount") equal to the Holders 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 Notesclose 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 Trustee 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 Conversion Agent (if other than Person in whose name that Security is registered at the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open close of business on the second business 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 following funds by transfer to an account maintained by the payee located inside the United States, provided that with respect to any Holder, such Mandatory Conversion Event, which notice Holder shall specify that have furnished to the Mandatory Conversion shall occur not Paying Agent all required wire payment instructions no later than the third business day following related Regular Record Date, or if no such instructions have been furnished, by check payable to such Holder. From and after the notice of Option Exercise Date, Contingent Interest provided for in the Mandatory Conversion Event. (c) Interest paragraph entitled "Contingent Interest" hereof shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or 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 convertedthis Security. (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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. a. The holder of any share or shares of Series A Preferred Stock shall have the right, without the payment of any additional consideration, to convert any share of Series A Preferred Stock held by such holder into that number of fully paid and non-assessable shares of Common Stock as is determined by dividing $1,000 by the Conversion Price using the following Conversion Schedule: Six (a6) At any time following months from the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes Closing Date holders shall have the right to convert twenty five (25%) percent of their total outstanding position, only if the Closing Price reported on NASDAQ or Other Exchanges is five ($5.00) dollars or above, at a fifteen (15%) percent discount from the Average Bid Price of the five (5) trading days prior to the Conversion Date; provided, however, the Company shall not be obligated to convert an aggregate number of Shares of Series A Preferred Stock greater than twenty-five (25%) percent of the number of designated shares of Series A Preferred Stock. Nine (9) months from the Closing Date holders shall have the right to convert an additional twenty-five (25%) percent of its total outstanding position, only if the Closing Price reported on NASDAQ or Other Exchange is five ($5.00) dollars or above, at a seventeen (17%) percent discount from the Average Bid Price of the five (5) trading days prior to the Conversion Date; provided, however, the Company shall not be obligated to convert an aggregate number of Shares of Series A Preferred Stock greater than fifty (50%) percent of the number of designated shares of Series A Preferred Stock. One (1) year from the Closing Date the holder shall have right to convert any unconverted Preferred Stock at an eighteen (18%) percent discount from the five (5) day Average Bid Price prior to the Conversion Date. As used herein, the Conversion Price shall mean a price equal to the above discount from the Average Bid Price (as hereinafter defined), provided, however, in no event shall the Conversion Price be less than $1.95 (the “Optional "Floor Price") or more than the difference between the Closing Bid Price and the Floor Price added to the Closing Bid Price (the "Ceiling Price"). The formula for such calculation shall be stated as follows: Ceiling Price = Closing Bid Price - $1.95 + Closing Bid Price The holder shall exercise its right to convert the Preferred Stock by telecopying an executed and completed Notice of Conversion (Exhibit A annexed hereto) to the Company and delivering the original Notice of Conversion and the certificate representing the Preferred Stock to the Company by express courier. Each business date on which a Notice of Conversion is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date. The Company will use its best efforts to transmit the certificates representing shares of Common Stock issuable upon conversion of any Preferred Stock (together with the certificates representing the Preferred Stock not so converted) to the holder via express courier, by electronic transfer or otherwise within three business days after the conversion date if the Company has received the original Notice of Conversion and Preferred Stock certificate being so converted by such date. In addition to any other remedies which may be available to the holder, in the event that the Company fails to use its best efforts to effect delivery of such shares of Common Stock within such three business day period, the holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion”. In the event that the Common Stock issuable upon conversion of the Preferred Stock is not delivered, as a direct result of the negligence or action or inaction of the Company only, within ten (10) their business days of receipt by the Company of a valid Conversion Notice and the Preferred Stock to be converted (such date of receipt referred to as the "Conversion Date"), and (i) the closing price of the Common Stock of the Company on the Nasdaq National Market on the date the Common Stock issuable upon conversion of the Preferred Stock is delivered to the Purchaser (the "Delivery Date") is lower than the Conversion Price, or (ii) the Delivery Date is not within fifteen (15) business days of the Conversion Date, the Company shall pay to the Purchaser, in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, for each $100,000 of Preferred Stock sought to be converted, $500 for each of the first ten (10) days and $1,000 per day thereafter that the Conversion Shares are not delivered, which liquidated damages shall run from the tenth or fifteenth business day after the Conversion Date. Any and all payments required pursuant to this paragraph shall be payable only in shares of Common Stock and not in cash. The number of such shares shall be determined by dividing the total sum payable by the Conversion Price. b. Any shares of Series A Preferred Stock outstanding Noteson the second anniversary of the date on which the Series A Preferred Stock was first issued by the Corporation (the "Anniversary Date") automatically shall be converted into Common Stock on the same basis as the holder of such shares of Series A Preferred Stock may convert such shares pursuant to Section 3a above. The Corporation shall not be obligated to deliver the certificate(s) evidencing such shares of Common Stock unless the certificate(s) evidencing the Series A Preferred Stock so converted are delivered to the Corporation. (1) If the Corporation shall, at any time and or from time to time, on any Business Day, prior declare and pay to the earliest holders of (1) if applicable, with respect to Common Stock a Note called for redemption, the close dividend in shares of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (or the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 Corporation shall subdivide the outstanding shares of 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 shall convert (the “Mandatory Conversion”) any outstanding Notes into a greater number of shares of Common Stock, or combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock per $1,000 principal amount then the Floor Price, each shall be adjusted so that the same shall equal the price determined by multiplying the Floor Price by a fraction, the numerator of Notes equal which shall be the number of shares of Common Stock issued and outstanding immediately prior to the Conversion Rate then in effect (plus cash in lieu happening of fractional shares) if such even and the Daily VWAP denominator of which shall be the number of shares of Common Stock issued and outstanding immediately after the happening of such event. Such adjustment shall become effective immediately after the opening of business 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 record date, in the event of a stock dividend or the Mandatory Conversion Eventday upon which the subdivision or combination becomes effective, as the case may be. (c2) Interest If the Corporation shall, at any time or from time to time after the date on which the Series A Preferred Stock was first issued by the Corporation, make or issue, or fix a record date for the determination of holders of shares of Common Stock entitled to receive a dividend or other distribution payable in securities of the Corporation, including a distribution of evidence of indebtedness of the Corporation, other than shares of Common Stock, then, and in each such event, provision shall cease be made by the Corporation so that the holders of shares of Series A Preferred Stock shall receive upon conversion thereof, in a addition to accrue on any Notes the number of shares of Common Stock receivable thereupon, the amount of those securities of the Corporation that such holders would have received had their shares of Series A Preferred Stock been converted on the date of occurrence of such even and had they thereafter, during the Optional Conversion or period from 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 date of such Note being convertedevent to and including the date of conversion, retained such securities receivable by them as aforesaid during such period. (d3) 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received issuable upon the conversion of shares of Series A Preferred Stock shall be changed into the same or any different number of shares of any class or any series of any class of capital stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or a stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for in Section 7 hereof), then, and in each such event, the holder of shares of Series A Preferred Stock shall have the right thereafter to convert such shares of Series A Preferred Stock 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 into which such shares of Series A Preferred Stock might have been converted immediately prior to such reorganization, reclassification or change. e. At all times, the Corporation shall reserve and keep available out of its authorized but unissued Common Stock solely for issuance upon the conversion of shares of the Series A Preferred Stock as herein provided, such number of shares of Common Stock as, from time to time, shall be issuable upon the conversion of all the shares of the Series A Preferred Stock at the time outstanding. f. No fractional shares of Common Stock shall be issued. In lieu of the issuance of any fractional share of Common Stock that would, but for the foregoing, be issued to a holder of Series A Preferred Stock on the conversion thereof, the Corporation shall pay to such holder, in cash, the value of such fractional share which value shall be based upon the closing sale price of the Common Stock as reported on NASDAQ (or on the principal national securities exchange on which the Common Stock is admitted to trading or listed or, if not listed or admitted to trading on NASDAQ or a national securities exchange, as reported by the National Quotation Bureau, Inc. or other similar organization) for the trading day immediately preceding the effective date of such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. The Purchaser or any subsequent holder or holders (aHolder(s) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendmentthis Note is entitled, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notesat its option, at any time and from time in whole or in part, until maturity hereof (as extended by Holder(s)) to time, convert the principal amount of this Note or any portion of the principal amount hereof into Shares of Common Stock at lower of (a) the average of the closing bid price (Closing Bid Price) of the Company's Common Stock for the five-day trading period ending on any Business Day, the day prior to the earliest Effective Date (Average Price) times (x); or (b) the Closing Bid Price on the Closing Date. In the event a Registration Statement Amendment covering the Conversion Shares is not filed by the Filing Date Deadline and/or shall not become effective by the Effective Date Deadline (a) for the first month or part thereof after the Filing Date Deadline that the Registration Statement Amendment has not been filed; and/or (b) for the first month or part thereof after the Effective Date Deadline that the Registration Statement Amendment has not become effective; for each additional month or part thereof commencing one month after the Effective Date Deadline, for up to two years from the Closing Date, that the Registration Statement Amendment has not been made effective with a current prospectus available, or the Registration Statement Amendment ceases to be effective with a current prospectus available; or the Conversion Shares cannot be sold pursuant to SEC Rule 144 (d) (subject only to Form 144 filing, manner of (1) if applicable, with respect to a Note called for redemptionsale and volume limitation provisions of Rule 144). For purposes of this Note, the close Closing Bid Price shall be the closing bid price of business the Common Stock as reported by the National Association of Securities Dealers Automated Quotation System Level II (Nasdaq), or the closing bid price in the over-the-counter market; or, in the event the Common Stock is listed on a stock exchange, the closing bid price value per share shall be the closing price on the Business Day immediately preceding exchange, as reported in the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional Wall Street Journal. The shares of Common Stock in accordance issued upon conversion of the Note are herein referred to as Conversion Shares. Such conversion shall be effectuated by surrendering the Note to be converted to the Escrow Agent, with Section 12.03the form of Conversion Notice attached hereto as Exhibit 1, executed by the Holder(s) of this Note evidencing such Holder(s); provided that any Holder of Notes who would beneficially own ' intention to convert this Note or a specified portion hereof (as determined above provided). The Effective Date shall be the date set forth on the Conversion Notice, provided such Conversion Notice is received by the Escrow Agent and the Company, via U.S. mail, overnight courier, hand delivery or facsimile, no later than the fifth business day after such date. Upon recording the amount converted and amount of indebtedness remaining under the Note, set forth in accordance with Section 13(d) the Conversion Notice on the grid comprising the last page of the Exchange Act and Note (Principal Reduction Grid), the rules and regulations promulgated thereunder) in excess of 9.99% Escrow Agent shall send a copy of the outstanding revised Principal Reduction Grid to the Company and shall send a copy of the revised Principal Reduction Grid to the Holder(s). Escrow Agent shall also deliver the Conversion Shares to Holder(s) The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a sufficient number of its authorized but unissued shares of Common Stock upon to satisfy the rights of 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. holder or holders (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”Holder(s). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionthis Note. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following the receipt option of the Required Stockholder Approval and the effectiveness Holder. All or any portion of the Charter Amendmentprincipal amount of this Debenture then outstanding shall be convertible into shares of Common Stock at the Conversion Price (subject to limitations set forth in Section 6(d)), Holders at the option of the Notes shall have the right convert (the “Optional Conversion”) their outstanding NotesHolder, at any time and from time to timetime from and after the Original Issue Date. Holders shall effect conversions under this Section 6(a), on any Business Day, prior by delivering to the earliest Company a Holder Conversion Notice together with a schedule in the form of Schedule 1 attached hereto (the "CONVERSION SCHEDULE"). The number of Underlying Shares issuable upon any conversion hereunder shall (subject to limitations set forth in Section 6(d)) equal the outstanding principal amount of this Debenture to be converted (including any interest payments accreted to principal pursuant to the terms hereof) divided by the Initial Conversion Price. If the Holder is converting less than all of the principal amount represented by this Debenture, or if a conversion hereunder may not be effected in full due to the application of Section 6(d)(i), the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to the Holder a Conversion Schedule indicating the principal amount which has not been converted. (b) At the option of the Company. Subject to the conditions set forth in this Section 6(b) and Section 6(d), at any time after the earlier of (1x) if applicablethe first year anniversary of the Original Issue Date and (y) the 14th month anniversary of the Closing Date, the Company may require a conversion, at the Conversion Price and on the Company Conversion Date, of all or a portion of the outstanding principal amount of this Debenture if: (i) both: (A) the average of the Closing Prices during any 30 consecutive Trading Days following the first year anniversary of the Closing Date is equal to or greater than 120% of the Initial Conversion Price and (B) the Closing Price for each of 15 Trading Days (which need not be consecutive) during such 30 consecutive Trading Day period is equal to or greater than 120% of the Initial Conversion Price and (ii) all of the Equity Conditions are satisfied as of the Company Conversion Date with respect to the Underlying Shares potentially issuable in connection with such proposed conversion. The Company shall exercise its right to require conversions hereunder by delivering to the Holder a Note called for redemption, the close of business on the Company Conversion Notice together with a Conversion Schedule within 10 Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount Days of the Notes satisfaction of the condition set forth in clause (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(di) of the Exchange Act immediately preceding sentence. Notwithstanding anything herein to the contrary, if any of the conditions set forth in clauses (i) and (ii) herein shall cease to be in effect during the period between the date of the delivery of the Company Conversion Notice and the rules and regulations promulgated thereunder) in excess of 9.99% of Company Conversion Date, then the outstanding shares of Common Stock upon Holder subject to such conversion of such Holder’s Notes shall be required to provide 61 days’ may elect, by written notice to the Company prior given at any time after any such conditions shall cease to any be in effect, to invalidate ab initio such conversion. The Conversion Rate is number of Underlying Shares issuable upon any conversion hereunder shall (subject to adjustment limitations set forth in Section 6(d)) equal the outstanding principal amount of this Debenture to be converted (including any interest payments accreted to principal pursuant to the terms hereof) divided by the Initial Conversion Price. The conversion subject to each Company Conversion Notice, once given, shall be irrevocable as to the Company. If the conversion of a principal amount of Debentures indicated in a Company Conversion Notice would result in the issuance to the Holder of Underlying Shares in excess of the amount permitted pursuant to Section 12.06. (b) Following 6(d)(i), the receipt Holder shall notify the Company of the Required Stockholder Approval this fact and the effectiveness of Company shall: (x) honor the Charter Amendment, conversion for the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 maximum principal amount of Notes equal Debentures permitted, pursuant to Section 6(d)(i), to be converted on such Company Conversion Date and (y) cancel the Company Conversion Notice with respect to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP portion of the Common Stock exceeds or is equal to principal amount of Debentures the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”conversion of which would violate Section 6(d)(i). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 Company's option to accrue on adjust Conversion Price and force conversion. At any Notes on time and from time to time after [the later to occur of: (i) the second month anniversary of the Closing Date and (ii) the Effective Date](11) [the date on which the Initial Debentures (as defined in the Purchase Agreement) shall no longer be outstanding](12), the Company shall have the option, upon the delivery of occurrence an Adjustment Notice to the Holder, to adjust the Conversion Price then in effect with respect to the Mandatory Convertible Amount applicable to such Adjustment Notice to equal the lesser of: (A) the Initial Conversion Price and (B) the product of (x) the applicable Adjustment Percentage and (y) the Index Price. Subject to the terms hereof (including, without limitation, Section 6(d)(i)), on each Adjustment Date immediately following the delivery of an Adjustment Notice, the applicable Mandatory Convertible Amount shall be converted into Underlying Shares at the Conversion Price as adjusted on such Adjustment Date pursuant to the terms of the Optional Conversion or immediately preceding sentence, provided, that such conversion shall only occur if all of the Mandatory Conversion (such date, Equity Conditions are satisfied as of the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added Adjustment Date with respect 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 Underlying Shares potentially issuable in connection with such Prepayment Offer or Change of Control Offer. (e) In proposed conversion. Notwithstanding anything herein to the event that any Holder notified contrary, the Company shall not be entitled to deliver an Adjustment Notice prior to the tenth (110th) in Trading Day immediately following the case of 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 immediately preceding Delivery Date. If a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date conversion of the Mandatory Conversion Event and ending 30 calendar days following Convertible Amount would result in the effectiveness issuance to the Holder 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).Underlying Shares ----------

Conversion. Subject to Section 1 hereof, the Holder may convert this Warrant (a) At any time following the receipt "Conversion Right"), in whole or in part, into the number of shares of Common Stock of the Required Stockholder Approval and Company calculated pursuant to the effectiveness following formula by surrendering this Warrant (with the notice of exercise form attached hereto as Exhibit 1 duly executed) at the principal office of the Charter Amendment, Holders Company specifying the number of shares of Common Stock of the Notes shall have Company, the right convert rights to purchase which the Holder desires to convert: X = Y (A - B) -------- A where: X = the “Optional Conversion”) their outstanding Notes, at any time and from time number of shares of Common Stock to time, on any Business Day, prior be issued to the earliest Holder; Y = the number of (1) if applicableshares of Common Stock subject to this Warrant for which the Conversion Right is being exercised; A = the fair market value of one share of Common Stock; B = the Warrant Price. As used herein, the fair market value of a share of Common Stock shall mean, with respect to each share of Common Stock, the closing price per share of the Company's Common Stock on the principal national securities exchange on which the Common Stock is then listed or admitted to trading or, if not then listed or admitted to trading on any such exchange, on the NASDAQ National Market System, or if not then listed or traded on any such exchange or system, the mean of the bid and asked price per share on NASDAQ Small-Cap Market or in the sole discretion of a Note called majority of the Board of Directors of the Company, any other over-the-counter market, including the OTC Bulletin Board, which reports bid, asked and last sale prices and volume of sales (approval of which will not be unreasonably withheld by such directors), averaged over the 10 trading days consisting of the day as of which the current fair market value of Common Stock is being determined and the 9 consecutive business days prior to such day. If at any time such quotations are not available, the current fair market value of a share of Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for redemptionshares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors of the Company, unless (i) the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the current fair market value of a share of Common Stock shall be deemed to be the value received by the holders of the Company's Common Stock for each share of Common Stock pursuant to the Company's acquisition; or (ii) the Holder shall exercise its Conversion Right to purchase such shares within 15 days prior to the closing date of the initial underwritten public offering of the Company's Common Stock pursuant to a registration statement filed under the Act, in which case, the fair market value of a share of Common Stock shall be the price per share at which all registered shares are sold to the public in such offering. The Company agrees that the shares so converted shall be deemed to be issued to the holder hereof as the record owner of such shares as of the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business date on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (which this Warrant shall have been surrendered 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 upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversionaforesaid. 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 shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 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 event that of any Holder notified the Company (1) in the case conversion of an Optional Conversion pursuant to Section 12.01(a)this Warrant, 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 an “affiliate” of the Company certificates for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At stock so converted shall be delivered to the request of any Holderholder hereof within 15 days thereafter and, unless this Warrant has been fully converted or expired, a new Warrant representing the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” portion of the Company for purposes of shares, if any, with respect to which this Warrant shall not then have been converted, shall also be issued to the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)holder hereof within such 15 day period.

Conversion. The Loan and the Note will convert as follows: (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 right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business DayIf, prior to the earliest of (1) if applicable, with respect to a Note called for redemptionMaturity Date, the close Borrower consummates a Qualifying Private Placement, issuing Qualifying Shares at a cash consideration paid of business $10 or more per share, the principal portion 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 the Business Day immediately preceding the Redemption Date or a fully diluted basis and shall not have less rights than those described in Exhibit 2 attached to this Agreement; or (2b) the close of business on the Business Day immediately preceding If, prior to the Maturity Date, into Common Stockthe Borrower consummates a Qualifying Private Placement, issuing Qualifying Shares at a conversion rate cash consideration paid of less than $10 per share, the Note shall automatically convert (as of the “Conversion Rate”date of consummation of the Qualifying Private Placement) into that number of 81.2 shares per $1,000 Qualifying Shares equal to the outstanding principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) Note divided by the offering price for Qualifying Shares pursuant to the terms of the Exchange Act and Qualifying Private Placement; provided, that in no event shall such Qualifying Shares received by the rules and regulations promulgated thereunder) in excess of 9.99% Lender represent less than 2.68%, on a fully diluted basis, of the total issued and outstanding shares stock of Common Stock upon conversion the Borrower immediately after the consummation of such Holder’s Notes the Qualifying Private Placement and shall be required not have less rights than those described in Exhibit 2 attached to provide 61 days’ this Agreement; (c) At any time, prior to the Maturity Date, at the request of the Lender, it may convert the Note into common stock or, at its selection, any other then outstanding stock of the Borrower more senior to the common stock, on ten days prior written notice given to the Company prior to any such conversionBorrower. 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 Note shall convert (the “Mandatory Conversion”) any outstanding Notes into a that number of shares of Common Stock per $1,000 stock of the Borrower equal to 2.68%, on a fully diluted basis, of the 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 accrued on the principal amount of Notes equal the Loan to such date shall be paid to the Conversion Rate then Lender at the Office or such other place as may be designated by the Lender in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal a written notice given to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion EventBorrower, the Company shall deliver notice to the Holders of the Notes, 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 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 conversion 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 event that any Holder notified the Company Note is converted upon Section 2.7 (1c) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning or on the date of the provision consummation of the Optional Conversion Notice Qualifying Private Placement and ending with in the effectiveness latter case the interest may be paid out of such Optional Conversionthe proceeds thereof. The Lender hereby agrees in the event of a conversion under Sections 2.7 (a) or (b), (i) to enter into all agreements and other documents generally applicable to purchasers of Qualifying Shares in the Qualifying Private Placement and (2ii) in upon issuance of the case Qualifying Shares to the Lender or its designee and upon payment to the Lender of a Mandatory Conversion pursuant the interest that accrued on the Note, to Section 12.01(b), at any time beginning with return the Note to the Borrower for cancellation on the date of conversion of the Mandatory Conversion Event Loan and ending 30 calendar days following the effectiveness of such Note. Upon conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) receipt of the Exchange Act Qualifying Shares and payment of interest as described in this Section 2.7 the rules terms and regulations promulgated thereunderprovisions of this Agreement, other than the provisions of Exhibits 2, 2 (a) in excess and 2(b) shall automatically terminate and be of 9.99% of the outstanding shares of Common Stock no further force or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversioneffect. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (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 right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, Each Borrower may on any Business DayDay (so long as no ---------- Default or Event of Default has occurred and is continuing) pursuant to a Notice of Conversion given to the Agent, and subject to the provisions of Section ------- 4.14(c), convert the entire amount of or a portion of all Prime Rate Loans made ------- to or for the account of the Borrower into Eurodollar Rate Loans; provided, -------- however, that, upon conversion of any Prime Rate Loans into Eurodollar Rate ------- Loans, the Borrower shall pay accrued interest to the date of conversion on the principal amount converted. Each such Notice of Conversion shall be given not later than 1:00 P.M. New York City time on the third Business Day prior to the earliest date of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, any proposed conversion into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice Eurodollar Rate Loans. Subject to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt restrictions specified above, each Notice of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 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 by telephone 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 event that any Holder notified the Company (1) in the case of 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 Conversionfacsimile transmission, and if by telephone, promptly confirmed in writing, in each case specifying (2i) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the requested 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(dii) the aggregate amount of Loans to be converted and (iii) the duration of the Exchange Act and Interest Period of such Loan. Borrowings of Eurodollar Rate Loans on the rules and regulations promulgated thereunder) same Business Day shall be in an aggregate principal amount for all Borrowers requesting that Loans be made or continued as, or converted into, Eurodollar Rate Loans with the same Interest Period on such Business Day of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Borrowings of 9.99% Prime Rate Loans (other than Agent Advances) on the same Business Day shall be in an aggregate principal amount for all Borrowers requesting that Loans be made as, or converted into, Prime Rate Loans on such Business Day of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof. Subject to the outstanding shares foregoing limits, each Borrower may request one or more Borrowings of Common Stock or otherwise Prime Rate Loans on the same Business Day, but may request only one Borrowing of Eurodollar Rate Loans (excluding continuations of Eurodollar Rate Loans) for any Business Day (which shall be deemed funded simultaneously with all Loans requested to be an “affiliate” of made as, or converted into, Eurodollar Rate Loans requested by the Company other Borrowers for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(bBusiness Day).

Conversion. The Purchaser or any subsequent holder or holders (aHolder(s) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendmentthis Note is entitled, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notesat its option, at any time and from time in whole or in part, until maturity hereof (as extended by Holder(s)) to time, convert the principal amount of this Note or any portion of the principal amount hereof into Shares of Common Stock at lower of (a) the average of the closing bid price (Closing Bid Price) of the Company's Common Stock for the five-day trading period ending on any Business Day, the day prior to the earliest Effective Date (Average Price) times (x) 70 % (Multiplier); or (b) the Closing Bid Price on the Closing Date times (x) the Multiplier. In the event a Registration Statement Amendment covering the Conversion Shares is not filed by the Filing Date Deadline and/or shall not become effective by the Effective Date Deadline the Multiplier shall be reduced five percentage points (a) for the first month or part thereof after the Filing Date Deadline that the Registration Statement Amendment has not been filed; and/or (b) for the first month of part thereof after the Effective Date Deadline that the Registration Statement Amendment has not become effective; and the Multiplier shall be reduced two percentage points for each additional month or part thereof commencing one month after the Effective Date Deadline, for up to two years from the Closing Date, that the Registration Statement Amendment has not been made effective with a current prospectus available, or the Registration Statement Amendment ceases to be effective with a current prospectus available; or the Conversion Shares cannot be sold pursuant to SEC Rule 144 (1d) if applicable(subject only to Form 144 filing, with respect to a Note called for redemptionmanner of sale and volume limitation provisions of Rule 144). For purposes of this Note, the close Closing Bid Price shall be the closing bid price of business the Common Stock as reported by the National Association of Securities Dealers Automated Quotation System Level II (Nasdaq), or the closing bid price in the over-the-counter market; or, in the event the Common Stock is listed on a stock exchange, the closing bid price value per share shall be the closing price on the Business Day immediately preceding exchange, as reported in the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional Wall Street Journal. The shares of Common Stock in accordance issued upon conversion of the Note are herein referred to as Conversion Shares. Such conversion shall be effectuated by surrendering the Note to be converted to the Escrow Agent, with Section 12.03the form of Conversion Notice attached hereto as Exhibit 1, executed by the Holder(s) of this Note evidencing such Holder(s); provided that any Holder of Notes who would beneficially own ' intention to convert this Note or a specified portion hereof (as determined above provided). The Effective Date shall be the date set forth on the Conversion Notice, provided such Conversion Notice is received by the Escrow Agent and the Company, via U.S. mail, overnight courier, hand delivery or facsimile, no later than the fifth business day after such date. Upon recording the amount converted and amount of indebtedness remaining under the Note, set forth in accordance with Section 13(d) the Conversion Notice on the grid comprising the last page of the Exchange Act and Note (Principal Reduction Grid), the rules and regulations promulgated thereunder) in excess of 9.99% Escrow Agent shall send a copy of the outstanding revised Principal Reduction Grid to the Company and shall send a copy of the revised Principal Reduction Grid to the Holder(s). Escrow Agent shall also deliver the Conversion Shares to Holder(s) The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a sufficient number of its authorized but unissued shares of Common Stock upon to satisfy the rights of 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. holder or holders (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”Holder(s). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionthis Note. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following Subject to the receipt provisions of this paragraph 10 and the Indenture, if, as of the Required Stockholder Approval and last day of any calendar quarter beginning with the effectiveness quarter ended September 30, 2001, the closing Sale Price of the Charter Amendment, Holders Common Stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of such calendar quarter is more than 110% of the Notes shall have Conversion Price, then on and after the right first day of the immediately succeeding quarter, a Holder may convert (the “Optional Conversion”) their outstanding Notes, this Security into Common Stock at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, until the close of business on the second Business Day immediately preceding Stated Maturity. If the Redemption Date Company is a party to a consolidation, merger or (2) binding share exchange pursuant to which Common Stock would be converted into cash, securities or other property, or sale of all or substantially all of the Company's assets, this Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual date of such transaction and, at the effective time, the right to convert this Security into shares of Common Stock will be changed into a right to convert it into the kind and amount of cash, securities or other property of the Company or another person which the Holder would have received if the Holder had converted this Security immediately prior to the transaction. If this Security or any part hereof is subject to redemption by the Company in accordance with paragraph 6 hereof, a Holder may convert this Security into Common Stock at any time until the close of business on the second Business Day immediately preceding the Maturity related Redemption Date, into Common Stock, at . A Security in respect of which a conversion rate (Holder has delivered a Purchase Notice exercising the “Conversion Rate”) option of 81.2 shares per $1,000 principal amount such Holder to require the Company to purchase such Security may be converted only if such notice of the Notes (plus cash in lieu of fractional shares of Common Stock exercise is withdrawn in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) the terms of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of 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 conversionIndenture. The initial 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 shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of 13.09504 shares of Common Stock per $1,000 principal amount Principal Amount, subject to adjustment for certain events described in the Indenture or this paragraph 10. The Conversion Price is, as of Notes equal to any date of determination, the Principal Amount hereof divided by the Conversion Rate then in effect effect. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. To convert a Security, a Holder must (plus 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, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if required. A Holder may only convert a portion of a Security pursuant to the terms of this paragraph 10 and in accordance with the Indenture if the Principal Amount of such portion is $1,000 or any integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided herein and in the Indenture. On conversion of a Security, that portion of accrued Tax Original Issue Discount attributable to the period from the Issue Date through the Conversion Date and (except as provided above) accrued contingent interest with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Tax Original Issue Discount and accrued contingent interest, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Daily VWAP Issue Price of the Security being converted pursuant to the provisions hereof. The Conversion Rate, in accordance with the provisions of the Indenture, will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days of such distribution at less than the Sale Price of the Common Stock exceeds at the Time of Determination; and distributions to such holders of assets or is equal debt securities of the Company or certain rights to purchase securities of the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days Company (the “Mandatory Conversion Event”excluding certain cash dividends or distributions). Upon However, no adjustment need be made if Securityholders may participate in the occurrence transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Mandatory Conversion EventIndenture, the Company shall deliver notice to the Holders of the Notes, 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 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 convert 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 Security into Common Stock only if may be changed into a right to convert it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer into securities, cash or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of 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 an “affiliate” other assets of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder or another person. The Conversion Rate will not be an “affiliate” of the Company adjusted for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)contingent interest.

Conversion. (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 right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior Notwithstanding anything in this Agreement to the earliest contrary, so long as no Event of (1) if applicableDefault has occurred and is continuing, Seller shall be permitted to consummate a Foreclosure Event with respect to any Purchased Asset and convert the related Mortgage Loan to a Note called for redemption, the close of business loan secured by a Mortgage or Mortgages on the Business Day immediately preceding related Mortgaged Property or Mortgaged Properties for the Redemption Date or benefit of Buyer (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “REO Conversion”). Any such REO Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to occur upon and simultaneous with the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06Foreclosure Event. (b) Following the receipt With respect to any Mandatory Early Repurchase Event or REO Conversion, as of the Required Stockholder Approval and the effectiveness of the Charter Amendmentdate such Mandatory Early Repurchase Event occurs or such REO Conversion is consummated, the Company Maximum Mandatory Early Repurchase/REO Conversion Test shall convert (be satisfied. In the “event the Maximum Mandatory Conversion”) any Early Repurchase/REO Conversion Test is not satisfied as of such date, then Seller shall reduce the outstanding Notes into a number Purchase Price of shares Purchased Assets that experience Mandatory Early Repurchase Events or are the result of Common Stock per $1,000 principal amount of Notes equal REO Conversions, as determined by Seller, to cause the Maximum Mandatory Early Repurchase/REO Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal Test to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”)be satisfied. Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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.4918-1599-2897v.6 (c) Interest With respect to any Purchased Asset that is the subject of a REO Conversion, the related Repurchase Date shall cease to accrue on any Notes on be the date (or if such date is not a Business Day, then the next succeeding Business Day) which is three hundred sixty (360) days after the Business Day on which the REO Conversion is effective minus the number of occurrence calendar days (if any) that such Purchased Asset was the subject of a Mandatory Early Repurchase Event immediately prior to the consummation of the Optional Conversion or the Mandatory REO Conversion (i.e. if such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant Purchased Asset was not subject to an Optional Conversion or a Mandatory Conversion shall be added Early Repurchase Event prior to the principal amount of such Note being convertedBusiness Day on which the REO Conversion is effective, then the Repurchase Date will be three hundred sixty (360) days after the Business Day on which the REO Conversion is effective). (d) If a Holder exercises its right On the Business Day on which the REO Conversion is effective, Seller shall be required to require reduce the Company outstanding Purchase Price of the related Purchased Asset to repurchase its Notes pursuant an amount that is equal to a Prepayment Offer or a Change Purchase Price LTV equal to fifty percent (50%), which amount shall be notified by Buyer to Seller. Thereafter, for all purposes of Control Offer in accordance this Agreement, the Purchase Price Percentage of such Purchased Asset shall not exceed fifty percent (50%). Simultaneously with Section 4.10 or Section 4.15the REO Conversion, respectivelyBuyer and Seller shall execute an amended and restated Confirmation reflecting, among other items, such Holder may convert its Notes into Common Stock only if it withdraws its election updated Purchase Price and Purchase Price Percentage and the updated Applicable Spread with respect to have its Notes repurchased such Purchased Asset. If the Purchased Asset Documents for the Purchased Asset after the REO Conversion is effective require Seller to make any future funding advance of loan proceeds to the related REO Owner (as defined below), Buyer shall in no event be obligated to fund additional advances with respect to the Purchase Price of such Purchased Asset in connection with such Prepayment Offer or Change of Control Offerfuture funding advances to the REO Owner unless Buyer has agreed in its sole discretion to make such additional advances as reflected in the amended and restated Confirmation executed in connection with the REO Conversion, in which case, any such future funding advances shall be made in accordance with Article 3(e)(iii). (e) In An REO Conversion shall not be permitted to occur unless the event ownership and structure of the Mortgagor and the documentation for and any third party reports with respect to the Purchased Asset in effect after the effective date of the REO Conversion are in form and substance reasonably acceptable to Buyer. Such ownership, structure and documentation shall include, without limitation, the following components: (i) the Mortgaged Property will be owned by a special purpose entity (“REO Owner”) formed for the sole purpose of taking ownership of such Mortgaged Property (whether by assignment of the winning bid by Seller at foreclosure sale, by deed of lieu of foreclosure or otherwise) that is directly or indirectly wholly owned and controlled by Guarantor and that is otherwise consistent with the Change of Control definition, as evidenced by delivery of an organizational chart for the REO Owner showing all direct or indirect equityholders of the REO Owner that either Control the REO Owner or hold 10% or more of the entity interest in the REO Owner, directly or indirectly; (ii) Buyer is granted a first priority security interest in the equity ownership interest in the REO Owner pursuant to an equity pledge agreement; 4918-1599-2897v.6 (iii) the Purchased Asset Documents for the Purchased Asset after the REO Conversion is effective shall be based upon the Purchased Asset Documents for the Purchased Asset immediately prior to the REO Conversion (which shall include, without limitation, guaranties to be delivered by a creditworthy guarantor reasonably approved by Buyer (the “REO Guarantor”)) with such changes thereto as are reasonably acceptable to Buyer and shall be delivered to Custodian (it being understood and agreed that the outstanding principal balance of the Mortgage Loan after the REO Conversion will match the unpaid principal balance of the Mortgage Loan at the time of the Foreclosure Event); (iv) the Mortgage securing the Mortgaged Property shall be in recordable form, shall be recorded, if requested by ▇▇▇▇▇, and shall be insured by an ALTA lender’s title insurance policy, or its equivalent as adopted in the applicable jurisdiction, insuring Seller together with its successors and assigns, subject only to the title exceptions that were included in the lender’s title insurance policy that was delivered in connection with the origination of each Purchased Asset (and any Holder notified other exceptions that are reasonably acceptable to Buyer); (v) Buyer shall have received an executed certificate from the Company secretary or assistant secretary of each of the REO Owner and the REO Guarantor, together with all applicable attachments, certifying that attached thereto are (1i) true, correct and complete certificate or articles of formation or organization (or other charter document), including all amendments thereto, of REO Owner and REO Guarantor, certified as of a recent date by the Secretary of State of the state of its organization or formation; (ii) true, correct and complete limited liability company agreement, and including all amendments thereto, of REO Owner and REO Guarantor, (iii) the names of the officers authorized to sign the Purchased Asset Documents and their true signatures; (iv) true, correct and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body); (vi) Buyer shall have received a copy of the related foreclosure deed, deed in lieu of foreclosure or assignment in lieu of foreclosure, as the case may be; (vii) in each case to the case extent reasonably requested by ▇▇▇▇▇, ▇▇▇▇▇ shall have received updated versions of an Optional Conversion the third party reports referenced on the Due Diligence Checklist; (viii) ▇▇▇▇▇ shall have received legal opinions from counsel to REO Owner and REO Guarantor in substance similar to the legal opinions delivered in connection with the closing of the Purchased Asset; (ix) Buyer shall have received evidence reasonably satisfactory to Buyer that all insurance coverage required to be in place pursuant to Section 12.01(a), at any time beginning on the related Purchased Asset Documents with respect to the Mortgaged Property are in effect as of the date of the provision REO Conversion; (x) Buyer shall have received an amended and restated Confirmation executed by Seller reflecting the REO Conversion of the Optional Conversion Notice Purchased Asset and ending with including representations and warranties from Article 9 of this Agreement applicable to the effectiveness of REO Owner; and (xi) Buyer shall have received such Optional Conversion, other and (2) further documents and documentation as Buyer 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 its sole discretion exercised 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion.good faith shall require. 4918-1599-2897v.6 (f) At Concurrently with the request of any HolderREO Conversion, unless otherwise set forth in the Company will use its reasonable efforts related Confirmation, (i) Seller shall establish an account into which all Income received with respect to cooperate with such Holder the Purchased Asset shall be deposited, which account shall be subject to confirm with brokers that such Holder will not be an “affiliate” of account control agreement in form and substance satisfactory to Buyer, (ii) all reserves or other amounts held by the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion REO Owner or pursuant to Section 12.01(athe Purchased Asset Documents (other than Income described in the preceding clause (i)) shall be directed to an account under ▇▇▇▇▇’s control or Mandatory Conversion pursuant held with Servicer and (iii) Seller shall pay to Section 12.01(b).Buyer all of Buyer’s actual out-of-pocket costs and expenses (including reasonable attorneys’ fees of outside counsel) incurred in connection therewith. 4918-1599-2897v.6

Conversion. (a) At any time following Subject to and upon compliance with the receipt provisions of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemptionIndenture, the close Holder may surrender for conversion all or any portion of business on this Security that is in an integral multiple of $1,000(3). Upon conversion, the Business Day immediately preceding Holder shall be entitled to receive the Redemption Date or (2) consideration specified in the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of Indenture. No fractional shares share of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 shall be issued upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversiona Security. 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 AmendmentInstead, the Company shall convert pay a cash adjustment as provided in the Indenture. The initial Conversion Rate of the Securities shall be (the “Mandatory Conversion”x) any outstanding Notes into a number of 500 shares of Common Stock per $1,000 principal amount of Notes equal Securities (for Securities denominated in $1,000 increments) and (y) 0.5 shares of Common Stock per $1.00 principal amount of Securities (for Securities denominated in $1.00 increments), subject to adjustment in accordance with the provisions of Article 4 of the Indenture. If a Holder converts all or any portion of this Security in connection with the occurrence of certain Fundamental Change transactions, the Conversion Rate then shall be increased in effect (plus cash the manner and to the extent described in lieu of fractional shares) if the Daily VWAP Section 4.06 of the Common Stock exceeds Indenture. Securities surrendered for conversion (in whole or is equal in part) during the period from the close of business on any Regular Record Date to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open opening 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) next succeeding Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or 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 Payment Date shall be added accompanied by payment by the Holders of such Securities in funds to the principal amount of such Note being converted. (d) If a Holder exercises its right Conversion Agent acceptable to require the Company of an amount equal 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, the interest payable on such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with corresponding Interest Payment Date; provided that no such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company payment need be made: (1) in connection with a conversion following the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on Regular Record Date preceding the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and Final Maturity Date; (2) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (3) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security. A Security in the case respect of which 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 Holder has submitted a Fundamental Change Purchase Notice may be converted only if such Holder will beneficially own (as determined validly withdraws such Fundamental Change Purchase Notice in accordance with Section 13(d) the terms 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionIndenture. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following the receipt option of the Required Stockholder Approval and the effectiveness Holder. All or any portion of the Charter Amendmentprincipal amount of this Debenture then outstanding shall be convertible into shares of Common Stock at the Conversion Price (subject to limitations set forth in Section 6(d)), Holders at the option of the Notes shall have the right convert (the “Optional Conversion”) their outstanding NotesHolder, at any time and from time to time, on any Business Day, prior time from and after the Original Issue Date. Holders shall effect conversions under this Section 6(a) by delivering to the earliest Company a Holder Conversion Notice together with a schedule in the form of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate Schedule 1 attached hereto (the “"Conversion Rate”) of 81.2 shares per Schedule"); provided, however, that each Holder Conversion Notice shall relate to not less than $1,000 1 million principal amount of Debentures. The number of Underlying Shares issuable upon any conversion hereunder shall (subject to limitations set forth in Section 6(d)) equal the Notes (outstanding principal amount of this Debenture to be converted plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Premium Amount, divided by the Conversion Price. If the Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) is converting less than all of the Exchange Act and the rules and regulations promulgated thereunder) principal amount represented by this Debenture, or if a conversion hereunder may not be effected in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice full due to the application of Section 6(d)(i), the Company prior shall honor such conversion to any such conversion. The the extent permissible hereunder and shall promptly deliver to the Holder a Conversion Rate is subject to adjustment pursuant to Section 12.06Schedule indicating the principal amount which has not been converted. (b) Following At the receipt option of the Required Stockholder Approval Company. Subject to the conditions set forth in this Section 6(b) and the effectiveness of the Charter AmendmentSection 6(d), the Company shall convert (may at any time from and after the “Mandatory Conversion”) any Original Issuance Date require a conversion at the Conversion Price on the Company Conversion Date, of all but not less than all of the outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to this Debenture (including any Premium Amount) if: (i) the Conversion Rate then in effect VWAP for each day during any five (plus cash in lieu of fractional shares5) if the Daily VWAP of the Common Stock exceeds or consecutive Trading Days is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence or greater than 120% of the Mandatory Initial Conversion EventPrice and (ii) all of the Equity Conditions are satisfied as of the Company Conversion Date with respect to the Underlying Shares potentially issuable in connection with such proposed conversion. The Company shall exercise its right to require conversion hereunder by delivering to the Holder a Company Conversion Notice together with a Conversion Schedule upon the satisfaction of the condition set forth in clause (i) of the immediately preceding sentence. The number of Underlying Shares issuable upon any conversion hereunder shall (subject to limitations set forth in Section 6(d)) equal the outstanding principal amount of this Debenture to be converted (including any Premium Amount) divided by the Conversion Price. The conversion subject to a Company Conversion Notice, once given, shall be irrevocable as to the Company. If the conversion of a principal amount of Debentures indicated in a Company Conversion Notice would result in the issuance to the Holder of Underlying Shares in excess of the amount permitted pursuant to Section 6(d)(i), the Holder shall notify the Company shall deliver notice of this fact and theCompany shall: (x) honor the conversion for the maximum principal amount of Debentures (plus any Premium Amount) permitted, pursuant to Section 6(d)(i), to be converted on such Company Conversion Date and (y) cancel the Company Conversion Notice with respect to the Holders portion of the Notes, principal amount of Debentures the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open conversion 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 Eventwould violate Section 6(d)(i). (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).Intentionally Left Blank

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes 3.1. Any Series C Preferred Shares holder shall have the right convert following options (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 upon conversion of each 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 shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 the Mandatory Conversion (such dateoption, the “Conversion DateOption”). The accrued ) to convert its Series C Preferred Shares before the Mandatory Redemption Date and unpaid interest on the exercise of a Redemption Option: (i) at any Note being converted pursuant time prior to an Optional IPO to convert all or part of its outstanding Series C Preferred Shares into such number of Conversion Shares at the Series C Conversion Price then in effect; (ii) at any time upon or Mandatory Conversion shall be added after an IPO but prior to the principal amount Post-IPO Option Date (as defined below), to convert all or part of its outstanding Series C Preferred Shares into such Note being converted.number of Conversion Shares at the Series C Conversion Price then in effect; or (diii) 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 event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a)3.3 (i) of this Exhibit C, no later than five (5) Business Days following the Post-IPO Option Date, to convert all (but not less than all) of its outstanding Series C Preferred Shares into such number of Conversion Shares at any time beginning the Series C Conversion Price then in effect; provided that if the Company is not the legal entity which will be the listed entity in an IPO, the Series C Preferred Shares shall convert into shares of the proposed listed entity in the IPO, instead of Conversion Shares, on terms no less favourable than the conversion to Conversion Shares as contemplated herein and unless the Conversion Option is into shares in such listed entity on the terms as contemplated, the Company agrees not to proceed with the IPO. 3.2. If on the last day of the one hundred-eighty (180) day period commencing on the effective date of the provision of registration statement relating to an IPO but prior to the Optional Conversion Notice and ending Mandatory Redemption Date (if such day falls on the same day with the effectiveness of such Optional ConversionMandatory Redemption Date, 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 it shall be deemed to be an prior to the Mandatory Redemption Date) (the “affiliate” Post-IPO Option Date”), both of the Average Stock Price and Consecutive Stock Price reach one hundred and thirty percent (130%) of the Series C Conversion Price then in effect and the total equity valuation of the Company for purposes shall be no less than US Dollar five hundred million (US$500,000,000.00) (on a fully-diluted and as-converted basis), then all of the Securities Act and/or outstanding Series C Preferred Shares shall automatically be converted into such number of Conversion Shares at the Exchange upon such conversion, Series C Conversion Price then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion in effect as calculated pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)2.1 of this Exhibit C and such shares may not be reissued by the Company.

Conversion. Subject to the requirement that no conversion hereof may be made if it would result in the violation of any applicable law or the Company being in violation of any applicable law: (a) At any time following the receipt The Holder of the Required Stockholder Approval and the effectiveness of the Charter Amendmentthis Debenture is entitled, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notesat its option, at any time immediately following execution of this Agreement and from time delivery of the Debenture hereof, to time, on convert all or any Business Day, prior to amount over $1,000 of the earliest principal face amount of this Debenture then outstanding into shares of common stock of the Company (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into "Common Stock"), at a conversion rate price ("Conversion Price") for each share of Common Stock equal to the “Conversion Rate”) of 81.2 shares per $1,000 principal amount lowest closing price of the Notes Common Stock as reported on the NASD Over the Counter Bulletin Board or any other recognized exchange on which the Company’s shares are traded (plus cash "Exchange") for any trading day on which a Notice of Conversion is received by the Company, provided such Notice of Conversion is delivered by fax to the Company between the hours of 4 P.M. Eastern Standard or Daylight Savings Time and 7 P.M. Eastern Standard or Daylight Savings Time, or for any of the 20 consecutive trading days immediately preceding the date of receipt by the Company of each Notice of Conversion ("Conversion Shares"). If the number of resultant Conversion Shares would as a matter of law or pursuant to regulatory authority require the Company to seek shareholder approval of such issuance, the Company shall, as soon as practicable, take the necessary steps to seek such approval. Such conversion shall be effectuated, by the Company delivering the Conversion Shares to the Holder within 5 business days of receipt by the Company of the Notice of Conversion. Once the Holder has received such Conversion Shares, the Holder shall surrender the Debentures to be converted to the Company, executed by the Holder of this Debenture evidencing such ▇▇▇▇▇▇'s intention to convert this Debenture or a specified portion hereof, and accompanied by proper assignment hereof in lieu blank. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of fractional shares will be issued on conversion, but the number of shares issuable shall be rounded up to the nearest whole share. (b) Interest at the rate of 6% per annum shall be paid by issuing Common Stock of the Company. The Company shall issue to the Holder shares of Common Stock in accordance with Section 12.03an amount equal to the total monthly interest accrued and due divided by the Market Price ("Interest Shares"); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of . Market Price shall mean the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares per share price of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to based on 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 shall convert (the “Mandatory Conversion”) 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 lowest closing price 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business as reported 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 Exchange on the date of occurrence calculations are made for Interest Shares or for any of the Optional Conversion or the Mandatory Conversion (such 20 consecutive trading days immediately preceding this 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. Subject to and upon compliance with the provisions of the Indenture (including, without limitation, the conditions to conversion of this Note set forth in Section 4.01 and Section 4.02 of the First Supplemental Indenture), a Holder shall have the right, at such Holder's option, to convert the Holder's Note (or any portion of the principal amount thereof that is $1,000 or an integral multiple $1,000), into Limited Voting Shares (subject to the Company's right to deliver cash or Limited Voting Shares or a combination of cash and Limited Voting Shares pursuant to Article Four of the First Supplemental Indenture), solely upon the occurrence of one or more of the following events: (a) At during any time following fiscal quarter (beginning with the receipt fiscal quarter ending September 30, 2004) if the Closing Sale Price of the Required Stockholder Approval and Limited Voting Shares for at least 20 consecutive Trading Days in the effectiveness last 30 consecutive Trading Days in the immediately preceding fiscal quarter exceeds 130% of the Charter Amendment, Holders Conversion Price in effect on the last Trading Day of that immediately preceding fiscal quarter; (b) during the five consecutive Trading Day period immediately following any 10 consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Notes for each day of such 10 consecutive Trading Day period was (or was deemed to be) less than 95% of the Notes shall have product of the right convert Closing Sale Price for Limited Voting Shares on such Trading Day multiplied by the Conversion Rate; (the “Optional Conversion”c) their outstanding Notes, at any time and from time prior to 5:00 p.m., New York City time, on any the second Business DayDay immediately preceding the Redemption Date, prior if such Note has been called for redemption pursuant to Article Five of the earliest First Supplemental Indenture even if the Notes are not otherwise convertible at that time; provided the Holder has not delivered a Designated Event Acceptance Notice in respect of a Note to be converted, in which event such Designated Event Acceptance Notice must be duly withdrawn in accordance with the First Supplemental Indenture; (d) if (1) if applicablethe Company issues, with respect to all holders of Limited Voting Shares, rights or warrants entitling them to purchase Limited Voting Shares, for a Note called period expiring within 45 days of the record date for redemptionsuch issuance at an exercise price per share that is less than the average of the Closing Sale Price of Limited Voting Shares for the 10 consecutive Trading Days immediately preceding, but not including, the record date for such issuance, or (2) the Company makes a distribution, to all holders of Limited Voting Shares, of shares of Capital Stock, evidences of indebtedness, assets, or rights to purchase its securities, which distribution has a per share value exceeding 10% of the Closing Sale Price of the Limited Voting Shares on the Trading Day preceding the declaration date for the distribution. The Company or, at the Company's request, the Trustee in the name and at the expense of the Company, shall notify the Holders in writing at least 20 days before the "ex" date for that issue or distribution. On and after the date that the Company gives such notice, until the earlier of the close of business on the Business Day immediately preceding the Redemption "ex" date or the date the Company publicly announces that such distribution will not take place, the Notes may be converted. Notwithstanding the provisions of Section 4.01(d) of the First Supplemental Indenture, Notes may not be converted pursuant thereto nor will any adjustment to the Conversion Rate be made pursuant to the transactions described in Section 4.01(d) of the First Supplemental Indenture if the Holder, without conversion of the Note, would participate, on the same basis as a holder of Limited Voting Shares, in the distribution as if such Holder had converted its Notes into Limited Voting Shares prior to the record date for such distribution. If the issue or distribution does not take place, no Note surrendered for conversion will be converted; or (e) during the period from and after the date that is 10 days before the anticipated Effective Date or (2) of a Fundamental Change until and including the close of business on the Business Day immediately preceding day that is the Maturity later of (i) 10 days after the actual Effective Date and (ii) the related Designated Event Repurchase Date; unless, into Common Stockprior to that time, at a the Company has publicly announced that the Fundamental Change giving rise to the conversion rate (the “Conversion Rate”right will not take place. If such Fundamental Change does not take place, no Notes surrendered for conversion will be converted. Upon such conversion pursuant to Section 4.01(e) of 81.2 shares per $1,000 principal amount the First Supplemental Indenture, the Holder shall also be entitled to receive Additional Shares, if any, as set forth in Section 3.01 of the First Supplemental Indenture. The Company will notify Holders of any event giving rise to the right to convert the Notes (plus cash in lieu of fractional shares of Common Stock as specified above in accordance with Section 12.03); provided that any the Indenture. A Note in respect of which a Holder of Notes who would beneficially own (has delivered a Repurchase Notice or Designated Event Acceptance Notice, as determined the case may be, requiring the Company to repurchase such Note may be converted only if such Repurchase Notice or Designated Event Acceptance Notice is withdrawn in accordance with Section 13(d) the terms of the Exchange Act Indenture. Subject to and upon compliance with the rules and regulations promulgated thereunder) in excess of 9.99% provisions of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall Indenture, each Note will initially 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 shall convert (the “Mandatory Conversion”) any outstanding Notes convertible into a number of shares of Common Stock 13.9581 Limited Voting Shares per $1,000 principal amount of Notes equal to be converted or such Conversion Rate as adjusted from time to time as provided in the Indenture. The Company may satisfy its obligation to issue Limited Voting Shares on conversion of a Note (including Additional Shares), at its option, by delivering cash or Limited Voting Shares or a combination of cash and Limited Voting Shares, at the Company's option. To surrender a Note for conversion, a Holder must, in the case of Global Securities, comply with the applicable procedures of the Depositary in effect at that time, and in the case of Certificated Securities, (1) surrender the Note to the Conversion Rate then in effect Agent, (plus cash in lieu 2) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of fractional sharessuch notice) if the Daily VWAP of the Common Stock exceeds or is equal and deliver such notice to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days Conversion Agent, (the “Mandatory Conversion Event”)3) furnish appropriate endorsements and transfer documents and (4) pay all funds required, if any, relating to interest and any withholding, transfer or similar tax, if required. Upon the occurrence No fractional Limited Voting Shares shall be issued upon conversion of the Mandatory Conversion Eventany Note. Instead, the Company shall deliver notice pay a cash adjustment as provided in the Indenture. No payment or adjustment will be made for accrued and unpaid interest or dividends on the Limited Voting Shares, except as provided in the Indenture. If any of the following events occurs, namely: (a) any reclassification or change of the outstanding Limited Voting Shares into another class of stock (other than as a result of a subdivision or combination); or (b) any consolidation, amalgamation, statutory arrangement, merger, binding share exchange or similar transaction of the Company or if the Company transfers all or substantially all of its consolidated property and assets (as determined under applicable law) as a result of which the holders of all the Limited Voting Shares receive cash, securities or other property (or any combination thereof) with respect to or in exchange for all of their Limited Voting Shares; the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture providing that the Holder's right to convert a Note into Limited Voting Shares shall be changed to a right to convert a Note into the kind and amount of cash, securities or other property that such Holder would have been entitled to receive upon such reclassification, change, consolidation, amalgamation, statutory arrangement, merger, binding share exchange or similar transaction, sale or conveyance had such Notes been converted into Limited Voting Shares immediately prior to such reclassification, change, consolidation, amalgamation, statutory arrangement, merger, binding share exchange or similar transaction, sale or conveyance. Notwithstanding any other provision of the Indenture, if, before June 20, 2009 Holders of Notes otherwise would be entitled to receive, upon conversion of the Notes, any property (including cash) or securities that would not constitute "prescribed securities" for the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open purposes 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 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 event that any Holder notified the Company (1) in the case of 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(dclause 212(1)(b)(vii)(E) of the Exchange Income Tax Act (Canada) (which is referred to as "ineligible consideration"), such Holders shall only be entitled to receive "prescribed securities" of a type specified by the Board of Directors and shall not be entitled to receive any such ineligible consideration, but the rules and regulations promulgated thereunder) in excess of 9.99% of Company or any successor or acquiror, as the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” case may be, shall have the right (at the sole option of the Company or the successor or acquiror, as the case may be) to deliver either such ineligible consideration or "prescribed securities" for the purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (fclause 212(1)(b)(vii)(E) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes Income Tax Act (Canada) with a Fair Market Value equal to the Fair Market Value of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)such ineligible consideration.

Conversion. (a) At any time following Each Holder shall have the receipt right, at each Holder’s option, to convert such ▇▇▇▇▇▇’s shares of Preferred Stock, in whole or in part into that number of whole, fully paid and non-assessable shares of Common Stock for each share of Preferred Stock equal to the Conversion Ratio then in effect, with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 7. To convert shares of Preferred Stock into shares of Common Stock pursuant to this Section 6(a), such Holder shall give written notice (the “Holder Conversion Notice” and the date of such notice, the “Holder Conversion Notice Date”) to the Company stating that such Holder elects to so convert shares of Preferred Stock and shall state therein: (A) the number of shares of Preferred Stock to be converted by such Holder, (B) the name or names in which such Holder wishes the shares of Common Stock to be issued, (C) the Holder’s computation of the Required Stockholder Approval number of shares of Common Stock to be received by such Holder and (D) the effectiveness Conversion Price on the Holder Conversion Notice Date. If a Holder validly delivers a Holder Conversion Notice in accordance with this Section 6(a), the Company shall issue the shares of Common Stock as soon as reasonably practicable, but in no event later than three (3) Business Days thereafter (the date of issuance of such shares, the “Holder Conversion Date”). (i) On or after the three-year anniversary of the Charter AmendmentIssue Date, Holders of the Notes Company shall have the right to cause all (but not less than all) of the outstanding shares of Preferred Stock to be converted into that number of whole, fully paid and non-assessable shares of Common Stock for each share of Preferred Stock at the Conversion Ratio then in effect, with such adjustment or cash payment for fractional shares as the Company may elect pursuant to Section 7; provided, however, that the Company may only convert shares of Preferred Stock into shares of Common Stock pursuant to this Section 6(b)(i) if the 30-Day VWAP of the Common Stock immediately prior to the Company Conversion Date (as defined below) is greater than $16.00 (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). (ii) To convert shares of Preferred Stock into shares of Common Stock pursuant to Section 6(b)(i)), the Company shall give written notice (the “Optional ConversionCompany Conversion Notice” and the date of such notice, the “Company Conversion Notice Date”) their outstanding Notesto each Holder stating that the Company elects to force conversion of such shares of Preferred Stock pursuant to Section 6(b)(i), and shall state therein (A) the number of shares of Preferred Stock to be converted, (B) the effective date of such conversion (the “Company Conversion Date”) (C) the Conversion Price and the Conversion Ratio on the Company Conversion Date and (C) the Company’s computation of the number of shares of Common Stock to be received by the Holder. If the Company validly delivers a Company Conversion Notice in accordance with this Section 6(b)(ii), the conversion will be immediately effective and Company shall issue the shares of Common Stock effective immediately prior to the close of business on the Company Conversion Date. (iii) Notwithstanding anything to the contrary herein, the Company may convert shares of Preferred Stock into shares of Common Stock pursuant to (and subject to the time limitations and other requirements of) this Section 6(b) at any time and from time to time, on any Business Day, prior to the earliest consummation of a Deemed Liquidation Event. (1c) Upon conversion, each Holder shall surrender to the Company the certificates representing any shares held in certificated form to be converted during usual business hours at its principal place of business or the offices of its duly appointed Transfer Agent maintained by it, accompanied by (i) (if so required by the Company or its duly appointed Transfer Agent) a written instrument or instruments of transfer in form reasonably satisfactory to the Company or its duly appointed Transfer Agent duly executed by the Holder or its duly authorized legal representative and (ii) transfer tax stamps or funds therefor, if required pursuant to Section 6(i). (d) Immediately prior to the Close of Business on the Holder Conversion Date or the Company Conversion Date, as applicable, with respect to a Note called for redemptionconversion, a Holder shall be deemed to be the close holder of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares record of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 issuable upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to shares of Preferred Stock notwithstanding that the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt share register of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such Holder. Except to the extent that a Holder is not able to convert (its shares of Preferred Stock into Common Stock as a result of Section 6(k), on the “Mandatory Conversion”) any outstanding Notes into a Holder Conversion Date or the Company Conversion Date, as applicable, dividends shall cease to accrue on the shares Preferred Stock so converted and all other rights with respect to the shares of Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, except only the rights of Holders thereof to receive the number of whole, fully paid and non-assessable shares of Common Stock per $1,000 principal amount into which such shares of Notes equal Preferred Stock have been converted (with such adjustment or cash payment for fractional shares as the Company may elect pursuant 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 “Mandatory Conversion Event”Section 7). Upon As promptly as practical after the occurrence conversion of the Mandatory Conversion Eventany shares of Preferred Stock into Common Stock, the Company shall deliver notice to the Holders applicable Holder an Ownership Notice identifying the number of the Notesfull shares of Common Stock to which such Holder is entitled, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open cash payment in respect 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 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 fractional shares 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 Offer7. (e) In The Conversion Price shall be subject to the event that any Holder notified the Company following adjustments (1) except as provided in the case of an Optional Conversion pursuant to Section 12.01(a6(f), 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).):

Conversion. (a) At Subject to compliance with Section 11.02, at any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentReduction Cutoff Date, Holders of the Notes a Holder shall have the right to convert all or any portion (the if such portion is $1,000 Original Principal Amount or an integral multiple of $1,000 principal amount) of its Notes (“Optional Early Conversion”) their outstanding Notes), at any time and from time to time, on any Business Day, prior to the earliest of (1i) if applicable, the close of business on the fifth Business Day following the date of a Mandatory Conversion Notice delivered in accordance with Section 11.01(c), (ii) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2iii) the close of business on the Business Day immediately preceding the Maturity Datematurity date, into a number of shares of Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares Stock per $1,000 principal amount Original Principal Amount of Notes being converted equal to the Notes Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.0311.03); provided that any . 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 who would beneficially own (as determined being converted, accrued and unpaid interest to the Early Conversion Date 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 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 12.0611.02(b). (b) [Reserved] (c) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentReduction Cutoff Date, the Company shall have the right to convert the Notes (the “Mandatory Conversion”) any outstanding Notes ), in whole or in part, into a number of shares of Common Stock per $1,000 principal amount Original Principal Amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional sharesshares of Common Stock in accordance with Section 11.03), if each of the following conditions are satisfied: (i) if the Daily VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days commencing after the Reduction Cutoff Date (the “Mandatory Conversion EventVWAP Condition”). Upon the occurrence of the Mandatory Conversion Event, ) and (ii) the Company shall deliver notice delivers to the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not notice of the Company’s election of its right to convert the Notes no later than the open of business on the second business day 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 EventNotice”), which notice shall specify that the Mandatory Conversion shall occur not later than on the third business day sixth 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 the Mandatory Conversion such notice (such date, 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. The Cash equal to accrued and but unpaid interest on any Note with respect to the Notes being converted pursuant to an Optional Conversion or any Mandatory Conversion to but excluding the applicable Mandatory Conversion Date shall also be added 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 principal amount 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 Note being convertedRecord 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) If Notwithstanding the foregoing, a Holder exercises Reduction shall only occur, and the Company may only exercise its right to require cause a Mandatory Conversion, if, as evidenced by an Officers’ Certificate delivered to the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change Trustee and the Conversion Agent (if other than the Trustee) on the any Reduction Settlement Date and any Mandatory Conversion Date, as applicable, all of Control Offer in accordance with Section 4.10 or Section 4.15the conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, respectivelyand including, 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 event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Reduction Notice (with respect to any Reduction) and any Mandatory Conversion Notice and ending with the effectiveness of such Optional ConversionNotice, as applicable, and (2y) in ending on, and including, the case of a corresponding Reduction Settlement Date (with respect to any Reduction) or Mandatory Conversion pursuant to Section 12.01(bDate, as applicable (the “Equity Conditions Measuring Period”), 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 . The Equity Conditions are as follows: (as determined in accordance with Section 13(di) of the Exchange Act and the rules and regulations promulgated thereundereither (1) in excess of 9.99% of the outstanding all shares of Common Stock or otherwise be deemed to be an “affiliate” issuable upon conversion of the Notes and held by a non-Affiliate of the Company shall be eligible for purposes 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 Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received 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 conversion.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; (fii) At the request 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 HolderMandatory 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 terms of this Indenture, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” shall have delivered and paid the number of 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 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 continuing. For the avoidance of doubt, the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant may exercise its right to Section 12.01(a) or cause more than one Mandatory Conversion pursuant 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 Section 12.01(bcause a Mandatory Conversion in part, the Conversion Agent will select the Notes to be converted pro rata, by lot or by any other method the Conversion Agent in its sole discretion deems fair and appropriate (or, in the case of Notes represented by Global Notes, in such manner as DTC may require), in denominations of Original Principal Amount of $1,000 or any integral $1,000 multiple in excess thereof.

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentSubject to compliance with Section 10.02, Holders of the Notes a Holder shall have the right to convert all or any portion (the if such portion is $1,000 principal amount or an integral multiple of $1,000 principal amount) of its Securities (“Optional Conversion”) their outstanding Notes), at any time and from time to time, on any the date of issuance until the Close of Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) maturity date of the close of business on the Business Day immediately preceding the Maturity DateSecurities, into a number of shares of Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares Stock per $1,000 principal amount of Securities being converted equal to the Notes Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.0310.03); provided that any Holder of Notes who would 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 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 The Company shall convert the Securities (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes Securities equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) 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 or is equal to the Threshold Price in effect on each applicable Trading Day for at least 10 Trading Days (whether or not consecutive) during any period of 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the NotesSecurities, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open Open of business Business on the second business day Business Day following such the Mandatory Conversion Event, which notice shall specify that the date on which the Mandatory Conversion shall occur occur, which shall not be later than the third business day fifth Business Day following the notice of the Mandatory Conversion EventEvent (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 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 30 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 terms of this Indenture, the Company shall have delivered and paid the number of 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 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 continuing. If the Company is relying on the availability for use of a shelf registration statement to satisfy the Equity Condition described in Section 10.01(b)(i)(2), then the Company shall so notify the Holders by inclusion in the Mandatory Conversion Notice (or other notice to Holders no later than the date of the Mandatory Conversion Notice). Such notice shall inform the Holders of the availability for use of a shelf registration statement, and that the use and availability of such registration statement and related prospectus by any Holder or beneficial holder for resales of shares of Common Stock issuable upon conversion of the Securities is subject to: (1) the Company’s receipt of a properly completed Selling Holder Notice and Questionnaire (or such disclosure as may be required to be included in the registration statement and related prospectus with respect to the beneficial holder being named as a selling stockholder, together with such information and acknowledgments related thereto as are reasonably satisfactory to the Company) from such beneficial holder, (2) such beneficial holder being named as a selling stockholder in the registration statement and related prospectus, whether by post-effective amendment, supplement, incorporation by reference or otherwise, to the extent required by and in accordance with applicable law, and (3) such beneficial holder’s compliance with the representations and warranties contained in Item (10) of the Selling Holder Notice and Questionnaire and the other terms and conditions thereof. If applicable, the Company shall use its reasonable best efforts to keep the registration statement described under Section 10.01(b)(i)(2) above effective and available for use for at least 30 days following the Mandatory Conversion Date. (c) Interest shall cease to accrue on any Notes Securities on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “applicable 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 Securities in connection with the occurrence of a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively4.09, such Holder may convert its Notes Securities into Common Stock only if it withdraws its election to have its Notes Securities repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In and converts its Securities prior to the event that any Holder notified the Company (1) in the case Close of an Optional Conversion pursuant to Section 12.01(a), at any time beginning Business on the date of Business Day immediately preceding 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionapplicable repurchase date. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (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 right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior Subject to the earliest of (1) if applicableprocedures for conversion set forth in the First Supplemental Indenture, with respect to a Note called for redemption, Holder may convert its Notes until the close of business on the earliest of (i) the fifth Business Day immediately preceding following the Redemption Date or date of an Issuer’s Conversion Notice for such Notes delivered in accordance with Section 11.09 of the Indenture, (2ii) if such Notes are called for redemption in accordance with Section 6.01 of the close of business on Indenture, the Business Day immediately preceding the Maturity applicable Redemption Date, into Common Stockand (iii) the second Business Day immediately preceding the Stated Maturity. The Company may, at a conversion rate (its option, elect to convert the “Conversion Rate”) of 81.2 shares per $1,000 principal amount Notes in whole or in part at any time if the Last Reported Sale Price of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99has equaled or exceeded 125% of the outstanding shares Conversion Price then in effect for at least 20 Trading Days in any 30 Trading Day period, by sending (or having the Trustee send) an Issuer’s Conversion Notice no later than the opening of Common Stock upon conversion business on the third Business Day immediately following the 20th Trading Day of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion30 Trading Day period. The initial 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 shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of 500.00 shares of Common Stock per $1,000 principal amount Original Principal Amount of Notes equal Notes, subject to adjustment in certain events described in the First Supplemental Indenture. As set forth in the First Supplemental Indenture, upon conversion, the Company will deliver shares of Common Stock based on the Conversion Rate then but may elect to satisfy its Conversion Obligation by (i) paying cash or (ii) paying cash and shares of Common Stock, and, in effect each case, pay an amount of cash equal to accrued and unpaid interest to (plus and including) the Conversion Date. The Company shall deliver cash in lieu of any fractional shares) share of Common Stock. A Holder may convert a portion of the Notes only if the Daily VWAP Original Principal Amount of such portion is $1,000 or an integral multiple of $1,000 in excess thereof. No payment or adjustment shall be made for dividends on 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 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 event that any Holder notified the Company (1) except as provided in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionFirst Supplemental Indenture. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes The Securityholders shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time on or after ________, 2002 and from time to time, on any Business Day, prior to the earliest of (1) if applicable5:00 pm, with respect to a Note called for redemptionNew York, the close of business New York time on the Business Day immediately preceding the Redemption Date date of repayment of such Trust Securities, whether at maturity or upon redemption (2either 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 converting Holders, into shares of the Common Stock in the manner described herein on and subject to the following terms and conditions: (a) The Trust Securities shall be convertible at the close office of business the Conversion Agent into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures theretofore held by the Trust on the Business Day basis of one Trust Security per $10 principal amount of Debentures, and immediately preceding convert such amount of Debentures into fully paid and nonassessable shares of Common Stock of the Maturity DateDepositor at an initial conversion rate of __________ shares of Common Stock per $10 principal amount of Debentures (which is equivalent to an initial conversion price of $__________ 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 __ and multiplying the quotient so obtained by the Conversion Ratio. (b) In order to convert Trust Securities into Common Stock, at a conversion rate the Holder must submit to the Conversion Agent an irrevocable request to convert Trust Securities on behalf of such Holder (the “"Conversion Rate”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 81.2 Trust Securities to be converted and the name or names, if other than the Holder, in which the shares per $1,000 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 Notes Depositor of the Holder's election to convert such Debentures into shares of Common Stock. (plus 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 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 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 at such time. As promptly as practicable on or after the Conversion Date, the 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 fractional any fraction of any share to the Person or Persons entitled to receive the same as provided in Section 402A(e) hereof, unless otherwise directed by the Holder in the Conversion 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 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 12.03); provided that 402A and to deliver to the Trust a new Debenture or Debentures for any Holder of Notes who would beneficially own resulting unconverted principal amount. (as determined in accordance with Section 13(de) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding No fractional shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice 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 Date) by the Depositor to the Company prior Trust, which in turn shall make such payment to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06the Holder or Holders of Trust Securities so converted. (bf) Following The Depositor shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the receipt conversion of the Required Stockholder Approval and the effectiveness of the Charter AmendmentDebentures, the Company shall convert (the “Mandatory Conversion”) free from any outstanding Notes into a preemptive or other similar rights, such number of shares of Common Stock per $1,000 principal amount as shall from time to time be issuable upon the conversion of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP all of the Common Stock exceeds or is equal to Debentures then outstanding. Notwithstanding the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Eventforegoing, the Company shall deliver notice to the Holders of the Notes, 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 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 Depositor shall be added entitled to the principal amount deliver, upon conversion 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 4.15Debentures, 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” reacquired and held in the treasury of the Company for purposes Depositor (in lieu of the Securities Act and/or 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 conversion of the Exchange upon such conversionDebentures shall be duly authorized, then the Company will promptly enter into a Registration Rights Agreement covering 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 conversiongovernmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of the Common Stock (and all requirements to list the Common Stock issuable upon conversion of Debentures that are at the time applicable), in order to enable the Depositor to lawfully issue Common Stock to the Trust upon conversion of the Debentures and the Trust to lawfully deliver the Common Stock to each Holder upon conversion of the Trust Securities. (fg) At The Depositor shall pay any and all taxes that may be payable in respect of the request issue or delivery of shares of Common Stock on conversion of Debentures and the delivery of the shares of Common Stock by the Trust upon conversion of the Trust Securities. The Depositor shall not, however, be required to pay any tax that may be payable in respect of any Holdertransfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the Trust Securities so converted were registered, and no such issue or deliver shall be made unless and until the Company will use its reasonable efforts person requesting such issue has paid to cooperate with the Trust the amount of any such Holder tax or has established to confirm with brokers that such Holder will not be an “affiliate” the satisfaction of the Company for purposes Trust that has been paid. (h) Nothing in this Section 402A shall limit the requirements of the Securities Act and/or the Exchange Act upon any Optional Conversion Trust to withhold taxes pursuant to Section 12.01(a) the terms of the Trust Securities or Mandatory Conversion pursuant as set forth in this Trust Agreement or otherwise require the Property Trustee or the Trust to Section 12.01(b)pay any amount on account of such withholdings.

Conversion. (a) At any time following A Holder may surrender Securities for conversion into shares of Common Stock on a Conversion Date if, as of such Conversion Date, the receipt Closing Sale Price of our Common Stock, for at least 20 trading days in the 30 day period ending on the trading day prior to the Conversion Date is at least 110% of the Required Stockholder Approval and the effectiveness Conversion Price per share of the Charter Amendment, Holders Common Stock on such preceding trading day. A Holder may also surrender Securities for conversion into shares of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, Common Stock if at any time and from time to time, on any Business Day, prior either: (i) the senior implied rating assigned to the earliest of Company by ▇▇▇▇▇’▇ Investor Service, Inc. has been downgraded to B2 or below, and (1ii) if applicablethe corporate credit rating assigned to the Company by Standard & Poor’s is downgraded to B or below, with respect to for so long as such downgrades remain in effect. In addition, a Note Holder may surrender for conversion a Security which has been called for redemptionredemption pursuant to Section 5 of this Security, even if the foregoing provisions have not been satisfied, and such Securities may be surrendered for conversion until the close of business on the Business Day prior to the Redemption Date; provided that if the Company shall default in payment of the Redemption Price, a Holder may surrender Securities for conversion on or after the related Redemption Date. In the event that the Company elects to distribute to holders of the Company’s Capital Stock (i) certain rights or warrants entitling them to subscribe for or purchase our common stock at less than the Current Market Price as defined in Section 11.11 of the Indenture for such issuance, or, (ii) cash, debt securities, which distribution has a per share value exceeding 10% of the market price of our common stock as of the trading day immediately preceding the Redemption Date 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 (2) distribution, and such Holder may surrender such Securities for conversion at any time thereafter until the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice prior to the record date or until the Company prior announces that such distribution shall not take place. Finally, in the event that the Company is a party to any such conversion. The Conversion Rate is subject to adjustment a consolidation, merger, transfer or lease of all or substantially all of its assets pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) 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 which the Common Stock exceeds would be converted into cash, securities or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such noticeassets, 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 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 event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), surrender Securities for conversion at any time beginning on from and after the date which is 15 days prior to the anticipated effective time of the provision of transaction until 15 days after the Optional Conversion Notice and ending with the effectiveness actual date of such Optional Conversiontransaction (assuming, and (2) in a case in which the case Company’s stockholders may exercise rights 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 conversionelection, that such a Holder will beneficially own (of Securities would not have exercised any rights of election as determined to the stock, other securities or other property or assets receivable in accordance with Section 13(d) connection therewith and received per share the kind and amount received per share by plurality 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(bnonelecting shares).

Conversion. (a) At any time following the receipt Upon satisfaction of the Required Stockholder Approval and the effectiveness conditions set forth in Section 10.01(a) of the Charter AmendmentIndenture, Holders a Holder of a Security may convert any portion of the Notes shall have the right convert principal amount of any Security that is an integral multiple of $1,000 into cash and fully paid and non-assessable shares (the “Optional Conversion”) their outstanding Notes, at any time and from time calculated as to time, on any Business Day, prior each conversion to the earliest nearest 1/10000th of (1a share) of Common Stock in accordance with the provisions of Section 10.14 of the Indenture; provided that if applicable, with respect to a Note such Security 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 Security (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 Default is cured and such Security is redeemed). Such conversion right shall commence on the initial issuance date of the Securities and expire at the close of business on the Business Day immediately preceding the Redemption Date date of maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. The Conversion Price shall, as of the date of the Indenture, initially be $24.03 per share of Common Stock. The Conversion Rate shall, as of the date of the Indenture, initially be approximately 41.6146. The Conversion Price and Conversion Rate will be adjusted under the circumstances specified in the Indenture. Upon conversion, no adjustment for interest (including 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 Ten Day Average Closing Stock Price (2as defined in the Indenture). Except as provided in Section 10.01(c) of the Indenture, delivery of the Principal Return, Net Shares and cash in lieu of fractional shares shall be deemed to satisfy the Company’s obligation to pay the principal amount of a converted Security and accrued but unpaid interest (including Liquidated Damages, if any) thereon. Any accrued interest (including Liquidated Damages, if any) payable on a converted Security will be deemed paid in full, rather than canceled, extinguished or forfeited. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or other tax, if required and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures. If a Holder surrenders a Security for conversion between the close of business on the Business Day immediately preceding record date for the Maturity Datepayment of an installment of interest and the opening of business on the related interest payment date, into Common Stockthe Security must be accompanied by payment of an amount equal to the interest (including Liquidated Damages, at a conversion rate (if any) payable on such interest payment date on the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03)Security or portion thereof then converted; provided that any Holder of Notes who would 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 upon conversion of no such Holder’s Notes payment shall be required to provide 61 days’ written notice to if such Security has been called for redemption on a Redemption Date within 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 shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open period between close of business on such record date and the second opening of business day following on such Mandatory Conversion Eventinterest payment date, 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 or if such Security is surrendered for conversion on the date interest payment date. A Holder may convert a portion of occurrence a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Repurchase Notice or a Change of Control Repurchase Notice exercising the Optional Conversion or 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 option 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 such Security as provided in Section 3.08 or a Change Section 3.09, respectively, of Control Offer the Indenture may be converted only if such notice of exercise is withdrawn 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 event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date terms 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionIndenture. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following The Lender has the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notesright, at any time after the Effective Date, at its election, to convert all or part of the Note Amount into shares of fully paid and from time to time, non-assessable shares of common stock of the Borrower (the "Common Stock"). The conversion price (the "Conversion Price") shall be the lesser of (a) $0.015 per share of Common Stock or (b) FIFTY PERCENT (50%) of the lowest trade price of Common Stock recorded on any Business Daytrade day after the Effective Date, prior or (c) the lowest effective price per share granted to any person or entity after the Effective Date to acquire Common Stock, or adjust, whether by operation of purchase price adjustment, settlement agreements, exchange agreements, reset provision, floating conversion or otherwise, any outstanding warrant, option or other right to acquire Common Stock or outstanding Common Stock equivalents (the "Conversion Price"). The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (the "Conversion Notice") may be delivered to Borrower by method of Lender's choice (including but n▇▇ ▇▇▇ited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the earliest of (1) if applicableLender, with respect to a Note called for redemptionany variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the close Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that and waived any Holder of Notes who would 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 upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversionobjection thereto. 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 shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company Borrower shall deliver notice to the Holders of the Notes, 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 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. After receiving the Initial Consideration, the Borrower agrees to begin a good faith effort to apply and cause the approval for participation in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program. Subject to FAST approval by the DTC, and upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts Lender and provided that the shares to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company issued are eligible for purposes transfer under Rule 144 of the Securities Act and/or of 1933, as amended (the Exchange Act "Securities Act"), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System ("DRS"). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.

Conversion. (a) At The initial Conversion Rate is 13.9559 shares of Common Stock per $1,000 Principal Amount at Maturity of Securities, subject to adjustment in certain events described in the Indenture. A Holder that surrenders Securities for conversion will receive cash in lieu of any time following fractional share of Common Stock based on the receipt closing price of the Required Stockholder Approval and Common Stock on the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, trading day immediately prior to the earliest conversion date. (b) Holders may surrender Securities for conversion into shares of Common Stock if the Sale Price of the Common Stock for at least 20 trading days in the 30 trading day period ending on the first day of such Conversion Period is more than 110% of the Accreted Conversion Price as determined by the Conversion Agent on the first day of the Conversion Period. The "Sale Price" of the Common Stock on any date means the closing per share sale price (1or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on such date as reported on the NYSE or, if applicablethe Common Stock is not listed on the NYSE, with respect then on the principal other national or regional securities exchange on which the Common Stock then is listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, as reported on the National Association of Securities Dealers Automated Quotation System or, if the Common Stock is not quoted on the National Association of Securities Dealers Automated Quotation System, on the principal other market on which the Common Stock is then traded. In the absence of such quotations, the Company will be entitled to determine the Sale Price on the basis of such quotations as the Company considers appropriate. A "Conversion Period" will be the period from and including the thirtieth trading day in a Note fiscal quarter to but not including the thirtieth trading day in the immediately following fiscal quarter. (c) A Holder may also surrender for conversion into shares of Common Stock a Security or portion of a Security which has been called for redemptionredemption pursuant to Paragraph 5 hereof, and such Securities may be surrendered for conversion until the close of business on the Business Day immediately preceding prior to the Redemption Date Date. A Security in respect of which a Holder has delivered a Purchase Notice or (2) a Change in Control Purchase Notice exercising the close option of business on such Holder to require the Business Day immediately preceding Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount terms of the Notes Indenture. (plus cash in lieu of fractional d) (i) Holders may also surrender Securities for conversion into shares of Common Stock during the five Business Day period beginning 10 Business Days following any consecutive 10 trading-day period in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) which the average of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99Trading Prices for a Security was less than 95% of the outstanding shares average Parity Value (as defined below) for that period. The "Trading Price" of Common Stock upon conversion the Securities on any date of determination means the average of the secondary market bid quotations per Security obtained by the Calculation Agent for $5,000,000 Principal Amount at Maturity of the Securities at approximately 3:30 p.m., New York City time, on such Holder’s Notes determination date from three independent nationally recognized securities dealers selected by the Company; provided, however, that if at least three such bids cannot reasonably be obtained by the Calculation Agent, but two such bids are obtained, then the average of the two bids shall be required to provide 61 days’ written notice to used, and if only one such bid can reasonably be obtained by the Company prior to any such conversionCalculation Agent, this one bid shall be used. The Conversion Rate is subject to adjustment pursuant to Section 12.06. If the Calculation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of maturity of the Securities from a nationally recognized securities dealer or in the reasonable judgment of the Company, the bid quotations are not indicative of the secondary market value of the Securities, then the trading price of the Securities will equal (a) the then-applicable conversion rate of the Securities multiplied by (b) Following the receipt closing price on the NYSE of the Required Stockholder Approval and the effectiveness Common Stock on such determination date. The "Parity Value" of the Charter Amendment, Securities on any date of determination means the Company shall convert product of (x) the “Mandatory Conversion”Sale Price of the Common Stock on such date and (y) any outstanding Notes into a the 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 including fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect shares into which such Securities are convertible on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (ai) At any time following Conversions at Option of Holder. Each share of Preferred Stock ------------------------------- shall be convertible into shares of Common Stock (subject to the receipt limitations set forth in Section 5(a)(iii)), at the Conversion Ratio (as defined in Section 8), at the option of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, Holder at any time and from time to timetime from and after July 28, 1999 (the "Initial Conversion Date"); provided, that, (A) on and after ----------------------- -------- the Initial Conversion Date, a Holder shall only be entitled to convert up to 25% of the number of shares of Preferred Stock issued to it on the Original Issue Date, (B) on and after the first month anniversary of the Initial Conversion Date, a Holder shall only be entitled to convert up to 50% of the number of shares of Preferred Stock issued to it on the Original Issue Date, on any Business Daya cumulative basis, (C) on and after the second month anniversary of the Initial Conversion Date, a Holder shall only be entitled to convert up to 75% of the number of shares of Preferred Stock issued to it on the Original Issue Date, on a cumulative basis and (D) on and after the third month anniversary of the Initial Conversion Date, a Holder shall be entitled to convert all of the shares of Preferred Stock originally issued to it on the Original Issue Date. Holders shall effect conversions by surrendering the certificate or certificates representing the shares of Preferred Stock to be converted to the Compnay, together with the form of conversion notice attached hereto as Exhibit A (a --------- "Conversion Notice"). Each Conversion Notice shall specify the number of shares ----------------- of Preferred Stock to be converted and the date on which such conversion is to be effected, which date may not be prior to the earliest of date the Holder delivers such Conversion Notice by fascimile (1) if applicable, with respect to the "Conversion Date"). If no Conversion Date --------------- is specified in a Note called for redemptionConversion Notice, the close Conversion Date shall be the date that the Conversion Notice is deemed delivered hereunder. If the Holder is converting less than all shares of business on Preferred Stock represented by the Business Day immediately preceding certificate or certificates tendered by the Redemption Date Holder with the Conversion Notice, or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at if a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash hereunder cannot be effected in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that full for any Holder of Notes who would 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 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 Amendmentreason, the Company shall convert promptly deliver to such Holder (in the “Mandatory Conversion”manner and within the time set forth in Section 5(b)) any outstanding Notes into a certificate representing the number of shares of Common Preferred 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) as have 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 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 been 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following Notwithstanding anything in this Agreement to the receipt contrary, so long as no Event of Default has occurred and is continuing, Seller shall be permitted to consummate a Foreclosure Event with respect to the Required Stockholder Approval Ampersand Purchased Asset and convert the effectiveness related Mortgage Loan to a Mortgage Loan from Seller, as lender, to a special purpose entity that is an Affiliate of the Charter AmendmentSeller, Holders of the Notes shall have the right convert as borrower (the “Optional REO Owner”) (an “REO Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “). Any such REO Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to occur upon and simultaneous with the Company prior to any such conversionForeclosure Event. The Conversion Rate is subject to adjustment pursuant to Section 12.06.4931-3517-6718v.7 (b) Following An REO Conversion shall not be permitted to occur unless the receipt ownership and structure of the Required Stockholder Approval REO Owner and the effectiveness documentation for and any third party reports with respect to the Ampersand Purchased Asset in effect after the effective date of the Charter AmendmentREO Conversion are in form and substance acceptable to Buyer in its sole discretion exercised in good faith (unless otherwise set forth below). Such ownership, structure and documentation shall include, without limitation, the Company following components: (i) the related Mortgaged Property will be owned by the REO Owner; (ii) Seller shall convert deliver to Buyer an organizational chart for the REO Owner showing all direct or indirect equityholders of the REO Owner that either Control the REO Owner or hold 10% or more of the equity interests in the REO Owner, directly or indirectly; (iii) Seller shall deliver to Buyer, not later than ten (10) Business Days after the First Amendment Date (or such later date as Buyer may agree in its sole discretion), one or more pledge and security agreements, in form and substance acceptable to Buyer in its sole discretion exercised in good faith, executed by CMFT RE Ampersand CA, LLC in favor of Buyer pledging (a) the limited partnership interests in the REO Owner to Buyer and (b) the limited liability company interests in the general partner of the REO Owner to Buyer; (iv) the Purchased Asset Documents for the Ampersand Purchased Asset after the REO Conversion is effective shall be in form and substance substantially similar to the Purchased Asset Documents for the Ampersand Purchased Asset immediately prior to the REO Conversion (which shall include, without limitation, guaranties to be delivered by a creditworthy guarantor approved by Buyer in its sole discretion exercised in good faith (the “Mandatory ConversionREO Guarantor”)) any with such changes thereto as are acceptable to Buyer in its reasonable discretion (it being understood and agreed that the outstanding Notes into a number principal balance of shares the related Mortgage Loan after the REO Conversion will match the unpaid principal balance of Common Stock per $1,000 principal amount the related Mortgage Loan at the time of Notes equal the Foreclosure Event); (v) the Mortgage securing the related Mortgaged Property has been recorded and is insured by an ALTA lender’s title insurance policy, or its equivalent as adopted in the applicable jurisdiction, insuring Seller together with its successors and assigns, subject only to the title exceptions that were included in the lender’s title insurance policy that was delivered in connection with the origination of the Ampersand Purchased Asset (and any other exceptions that are acceptable to Buyer in its sole discretion exercised in good faith); (vi) Buyer shall have received an executed certificate from an officer of each of the REO Owner and the REO Guarantor, together with all applicable attachments, certifying that attached thereto are (i) true, correct and complete certificates or articles of formation or organization (or other charter documents), including all amendments thereto, of the REO Owner and the REO Guarantor, certified within thirty (30) days of the REO Conversion Rate then in effect by the Secretary of State of the state of its organization or 4931-3517-6718v.7 formation; (plus cash ii) a true, correct and complete limited liability company agreement or limited partnership agreement, as applicable, including all amendments thereto, of the REO Owner and the REO Guarantor, (iii) the names of the officers authorized to sign the related Purchased Asset Documents and their true signatures; and (iv) a true, correct and complete copy of the resolutions duly adopted by the board of directors (or equivalent governing body) of the applicable entity or entities authorizing the REO Owner and the REO Guarantor to enter into the related Purchased Asset Documents; (vii) Buyer shall have received a copy of the deed, deed in lieu of fractional sharesforeclosure or assignment in lieu of foreclosure, as the case may be, entered into in connection with the Foreclosure Event; (viii) if in each case to the Daily VWAP extent requested by ▇▇▇▇▇, ▇▇▇▇▇ shall have received updated versions of the Common Stock exceeds or is equal third party reports referenced on the Due Diligence Checklist; (ix) Buyer shall have received legal opinions from counsel to the Threshold Price REO Owner and the REO Guarantor in substance reasonably similar to the legal opinions delivered in connection with the closing of the Ampersand Purchased Asset; (x) Buyer shall have received evidence reasonably satisfactory to Buyer that all insurance coverage required to be in place pursuant to the related Purchased Asset Documents with respect to the Mortgaged Property are in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence as of the Mandatory Conversion Event, date of the Company REO Conversion; (xi) Buyer shall deliver notice have received an amended and restated Confirmation with respect to the Holders of the Notes, the Trustee Ampersand Purchased Asset executed by ▇▇▇▇▇▇; and (xii) Buyer shall have received such other 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 further documents and documentation as Buyer in its sole discretion exercised in good faith shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Eventrequire. (c) Interest shall cease to accrue on any Notes on Concurrently with the date of occurrence of REO Conversion, (i) all reserve or other amounts held by the Optional Conversion REO Owner or 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 the Purchased Asset Documents for the Ampersand Purchased Asset shall be added directed to the principal amount an account under ▇▇▇▇▇’s control or held with Servicer and (ii) Seller shall pay to Buyer all of such Note being converted. Buyer’s actual out-of-pocket costs and expenses (dincluding reasonable attorneys’ fees of outside counsel) 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 incurred in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).therewith. 4931-3517-6718v.7

Conversion. (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 right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior Notwithstanding anything in this Agreement to the earliest contrary, so long as no Event of (1) if applicableDefault has occurred and is continuing, Seller shall be permitted to consummate a Foreclosure Event with respect to any Purchased Asset and convert the related Mortgage Loan to a Note called for redemption, the close of business loan secured by a Mortgage or Mortgages on the Business Day immediately preceding related Mortgaged Property or Mortgaged Properties for the Redemption Date or benefit of Buyer (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “REO Conversion”). Any such REO Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to occur upon and simultaneous with the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06Foreclosure Event. (b) Following With respect to any Purchased Asset that is the receipt subject of a REO Conversion, the related Repurchase Date shall be the date which is the earlier of (x) three hundred sixty (360) days after the Business Day on which the REO Conversion is effective minus the number of calendar days (if any) that such Purchased Asset was the subject of a Mandatory Early Repurchase Event immediately prior to the consummation of the Required Stockholder Approval and REO Conversion (or if such date is not a Business Day, then the effectiveness of the Charter Amendment, the Company shall convert next succeeding Business Day) (the “i.e. if such Purchased Asset was not subject to a Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal Early Repurchase Event prior to the Business Day on which the REO Conversion Rate is effective, then in effect the Repurchase Date will be three hundred sixty (plus cash in lieu of fractional shares360) if days after the Daily VWAP of Business Day on which the Common Stock exceeds REO Conversion is effective), or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Eventy) September 9, the Company shall deliver notice to the Holders of the Notes, 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 Event2028. (c) Interest An REO Conversion shall cease not be permitted to accrue occur unless the ownership and structure of the Mortgagor and the documentation for and any third party reports with respect to the Purchased Asset in effect after the effective date of the REO Conversion are in form and substance acceptable to Buyer in its sole discretion exercised in good faith. Such ownership, structure and documentation shall include, without limitation, the following components: (i) the Mortgaged Property will be owned by a special purpose entity (“REO Owner”) that is wholly owned by Seller and that is otherwise consistent with the Change of Control definition, as evidenced by delivery of an organizational chart for the REO Owner showing all direct or indirect equityholders of the REO Owner that either Control the REO Owner or hold 10% or more of the entity interest in the REO Owner, directly or indirectly; (ii) the ownership interest in the REO Owner is pledged to Buyer pursuant to an equity pledge agreement; (iii) the Purchased Asset Documents for the Purchased Asset after the REO Conversion is effective shall be based upon the Purchased Asset Documents for the Purchased Asset immediately prior to the REO Conversion (which shall include, without limitation, guaranties to be delivered by a creditworthy guarantor approved by Buyer in its sole discretion exercised in good faith (the “REO Guarantor”)) with such changes thereto as are acceptable to Buyer in its sole discretion exercised in good faith (it being understood and agreed that the outstanding principal balance of the Mortgage Loan after the REO Conversion will match the unpaid principal balance of the Mortgage Loan at the time of the Foreclosure Event); (iv) the Mortgage securing the Mortgaged Property has been recorded and is insured by an ALTA lender’s title insurance policy, or its equivalent as adopted in the applicable jurisdiction, insuring Seller together with its successors and assigns, subject only to the title exceptions that were included in the lender’s title insurance policy that was delivered in connection with the origination of each Purchased Asset (and any other exceptions that are acceptable to Buyer in its sole discretion exercised in good faith); (v) B▇▇▇▇ shall have received an executed certificate from the secretary or assistant secretary of each of the REO Owner and the REO Guarantor, together with all applicable attachments, certifying that attached thereto are (i) true, correct and complete certificate or articles of formation or organization (or other charter document), including all amendments thereto, of REO Owner and REO Guarantor, certified as of a recent date by the Secretary of State of the state of its organization or formation; (ii) true, correct and complete limited liability company agreement, and including all amendments thereto, of REO Owner and REO Guarantor, (iii) the names of the officers authorized to sign the Purchased Asset Documents and their true signatures; (iv) true, correct and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body); (vi) Buyer shall have received a copy of the related foreclosure deed, deed in lieu of foreclosure or assignment in lieu of foreclosure, as the case may be; (vii) in each case to the extent requested by B▇▇▇▇, B▇▇▇▇ shall have received updated versions of the third party reports referenced on any Notes on the Due Diligence Checklist; (viii) B▇▇▇▇ shall have received legal opinions from counsel to REO Owner and REO Guarantor in substance similar to the legal opinions delivered in connection with the closing of the Purchased Asset; (ix) Buyer shall have received evidence reasonably satisfactory to Buyer that all insurance coverage required to be in place pursuant to the related Purchased Asset Documents with respect to the Mortgaged Property are in effect as of the date of occurrence the REO Conversion; (x) Buyer shall have received an amended and restated Confirmation executed by Seller reflecting the REO Conversion of the Optional Conversion or Purchased Asset and including representations and warranties from Article 9 of 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 Repurchase Agreement applicable to the principal amount of REO Owner; and (xi) Buyer shall have received such Note being convertedother and further documents and documentation as Buyer in its sole discretion exercised in good faith shall require. (d) If a Holder exercises its right to require Concurrently with the Company to repurchase its Notes REO Conversion, (i) all reserve or other amounts held by the REO Owner or pursuant to a Prepayment Offer the Purchased Asset Documents shall be directed to an account under B▇▇▇▇’s control or a Change held with Servicer and (ii) Seller shall pay to Buyer all 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 Buyer’s actual out-of-pocket costs and expenses (including reasonable attorneys’ fees of outside counsel) incurred in connection with such Prepayment Offer or Change of Control Offertherewith. (e) In the event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. A Holder of a Note may convert this Note for Common Stock of the Company at any time on or before the close of business on May 11, 2021 if at least one of the following conditions is satisfied: (a) At any time following the receipt Twenty-Day Average Price on the Conversion Date is at least 110% or more of the Required Stockholder Approval and Accreted Conversion Price; (b) the effectiveness of the Charter Amendment, Holders of credit rating assigned to the Notes shall by ▇▇▇▇▇'▇ Investors Service, Inc. and Standard & Poor's Ratings Services are at least two levels lower than the initial credit ratings assigned by ▇▇▇▇▇'▇ Investors Service, Inc. and Standard & Poor's Ratings Services (for the avoidance of doubt, the foregoing reference to "levels" is intended to refer to any subcategories such rating agencies employ in their announced ratings of securities, including plusses and minuses, but not including any characterization as to likelihood of future action in respect of securities' ratings); (c) the Notes have been called for redemption by the right convert (the “Optional Conversion”) their outstanding NotesCompany, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately prior to the Redemption Date; or (d) the Company elects (i) to distribute to all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the date of such distribution, Common Stock at less than the Sale Price at the time of such distribution, (ii) to distribute to all holders of Common Stock assets, debt, securities or rights to purchase securities of the Company, which distribution has a per share value as determined by the Company's Board of Directors exceeding 15% of the Sale Price of the Common Stock on the day preceding the Redemption Date declaration date for such distribution, or (2iii) in the event the Company is a party to a consolidation, merger or binding share exchange pursuant to which the Common Stock would be converted into cash, securities or other property, at any time from and after the date which is 15 days prior to the date the Company announces the anticipated effective time until 15 days after the actual effective date of such transaction. In the case of the foregoing clauses (d)(i) and (ii), the Company must notify the Holders of Notes at least 20 days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender their Notes for conversion at any time thereafter until the earlier of the close of business on the Business Day immediately preceding prior to the Maturity Ex-Dividend Date or the Company's announcement that such distribution will not take place. If this Note is called for redemption, the Holder may convert it at any time before the close of business on the last Business Day prior to the Redemption Date, into Common Stock, at . A Note in respect of which a conversion rate (the “Conversion Rate”) Holder has delivered a notice of 81.2 shares per $1,000 principal amount exercise of the Notes (plus cash option to require the Company to purchase such Note or to purchase such Note in lieu the event of fractional a Fundamental Change may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 17.4927 shares of Common Stock in accordance per Note with Section 12.03); provided that any Holder of Notes who would 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 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 a $1,000 Principal Amount at Final Maturity, subject to adjustment in certain events described in the Indenture. The Company shall deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 12.06. (b) Following the receipt 4.08 of the Required Stockholder Approval and Indenture to convert the effectiveness of the Charter AmendmentNotes to Cash Pay Notes, the Company shall convert (Holder will be entitled on conversion to receive the “Mandatory Conversion”) any outstanding Notes into a same number of shares of Common Stock per $1,000 principal such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Notes surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Notes with respect to which the Company has mailed a notice of redemption) must be accompanied by payment of an amount of Notes equal to the interest thereon that the registered Holder is to receive. Except where Notes surrendered for conversion must be accompanied by payment as described above, no interest on converted Notes will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. Notes 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 Notes with respect to which the Company has mailed a notice of redemption) must be accompanied by payment of an amount equal to the contingent interest with respect thereto that the registered Holder is to receive. Except where Notes surrendered for conversion must be accompanied by payment as described above, no contingent interest on converted Notes will accrue after the date of conversion. To convert this Note a Holder must (1) complete and manually sign the conversion notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Rate then Agent at the office maintained by the Conversion Agent for such purpose, (2) surrender this Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of this Note only if the Principal Amount at Final Maturity of such portion is $1,000 or a multiple of $1,000. No payment or adjustment shall be made for dividends on the Common Stock except as provided in effect the Indenture. On conversion of this Note, that portion of Accreted Value (plus or, interest, if the Company has exercised its option provided for in paragraph 11 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 11 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date and (except as provided below) accrued contingent interest with respect to the converted portion of this Note shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with any cash payment in lieu of fractional shares) if in exchange for the Daily VWAP portion 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any this Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount terms hereof; and the fair market value 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 event that any Holder notified the Company (1) in the case of 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 (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Accreted Value (or otherwise interest, if the Company has exercised its option provided for in paragraph 11 hereof) accrued through the Conversion Date and accrued contingent interest, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be deemed to be an “affiliate” treated as issued in exchange for the Issue Price of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion Note being converted pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)the provisions hereof.

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes The Holder shall have the right convert (the “Optional Conversion”) their outstanding Notesright, at its option, exercisable at any time and from time to timeafter the Proposal Date, on any Business Day, prior effective upon delivery to the earliest Company of a Conversion Notice, to convert all or a portion of the principal amount of this Note and any accrued and unpaid interest due on the portion of the principal amount of this Note being converted into fully paid and nonassessable shares of the Common Stock at the Conversion Price then in effect. The date of any optional conversion is hereinafter referred to as the "Optional Conversion Date." (1b) if Subject to the provisions of this clause (b), all of the principal amount of this Note and any accrued and unpaid interest due hereon shall automatically and without any action on the part of the Holder convert into fully paid and nonassessable shares of Common Stock at the Conversion Price then in effect, in the event that the closing bid price of a share of Common Stock as traded on the Nasdaq Global Market (or such other exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds $7.00 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) for twenty (20) consecutive trading days commencing after the Proposal Date and during which the Registration Statement (as defined in the Registration Rights Agreement) has been effective (such date, the "Automatic Conversion Date"); provided that (i) such automatic conversion applies to all of the Company Notes then outstanding on the same terms, (ii) all of the shares of Common Stock issuable hereunder either (A) are registered pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement) which has not been suspended and for which no stop order is in effect, and pursuant to which the Holder is able to sell such shares of Common Stock immediately following the Automatic Conversion Date or (B) no longer constitute Registrable Securities (as defined in the Registration Rights Agreement) and (iii) this Note is then fully convertible into shares of Common Stock. No later than one Business Day following the Automatic Conversion Date, the Company shall give written notice to the Holder advising the Holder of the Automatic Conversion Date. (c) Promptly after the Automatic Conversion Date or any Optional Conversion Date, as applicable, the Holder of this Note shall deliver this Note to the Company (or, in lieu thereof, an appropriate lost security affidavit in the event this Note shall have been lost or destroyed, together with respect a customary indemnity agreement) to the Company at its principal office (or such other office or agency of the Company as the Company may designate by notice in writing to the Holder), together with a statement of the name or names (with address) in which the certificate or certificates for the Conversion Shares issuable upon such conversion shall be issued. Promptly following the surrender of this Note called (or, in lieu thereof, delivery of an appropriate lost security affidavit in the event this Note shall have been lost or destroyed, together with a customary indemnity agreement) as aforesaid, but in no event more than three (3) Business Days thereafter, the Company shall issue and deliver, or cause to be issued and delivered, to the Holder, registered in such name or names as the Holder may direct in writing, a certificate or certificates for redemptionthe number of whole Conversion Shares issuable upon the conversion of this Note and, in the case of an optional conversion of less than the entire amount of this Note, a new note of like tenor in the principal amount of this Note not being converted on the relevant Optional Conversion Date. To the extent permitted by law, such conversion shall be deemed to have been effected, and the Conversion Price shall be determined, as of the close of business on the Business Day immediately preceding the Redemption Automatic Conversion Date or the Optional Conversion Date, as applicable, and at such time, the rights of the Holder shall cease with respect to the Note, or amount thereof, being converted, and the Person or Persons in whose name or names any certificate or certificates for Conversion Shares shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the Conversion Shares represented thereby. (2d) No fractional shares shall be issued upon any conversion of this Note into Common Stock. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 4(d), be delivered upon such conversion, the Company, in lieu of delivering such fractional share, shall pay to the Holder an amount in cash equal to the Market Price of such fractional share of Common Stock. (e) If the Company shall, at any time or from time to time while this Note is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Conversion Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the number of Conversion Shares issuable upon conversion of this Note shall be adjusted by multiplying the number of Conversion Shares issuable upon conversion of this Note immediately prior to the date on which such change shall become effective by a fraction, the numerator of which is shall be the Conversion Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Conversion Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur. (f) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company's assets to another Person shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right, at its option, either (i) to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Conversion Shares immediately theretofore issuable upon conversion of this Note such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Conversion Shares equal to the number of Conversion Shares immediately theretofore issuable upon conversion of this Note, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Conversion Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the conversion hereof or (ii) in the event or any such consolidation or merger of the Company or such sale, transfer or other disposition of all or substantially all of the Company's assets only, to cause the Company to redeem this Note at a redemption price equal to 110% of the outstanding principal amount of this Note, together with all accrued and unpaid interest hereon to the date of redemption, which right must be exercised by the Holder within ten (10) Business Days after receipt by it from the Company of written notice of the occurrence of any transaction giving rise to such right. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, without regard to any conversion limitation specified in Section 4, and the other obligations under this Note. The provisions of this paragraph (f) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (g) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 4(e)), or subscription rights or warrants, the Conversion Price to be in effect after such payment date shall be determined by multiplying the Conversion Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Board in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price immediately prior to such payment date. Such adjustment shall be made successively whenever such a payment date is fixed. (h) An adjustment to the Conversion Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment. (i) In the event that, as a result of an adjustment made pursuant to this Section 4, the Holder shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon conversion of this Note shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions contained in this Note. (j) Except as provided in Section 4(j) hereof, if and whenever the Company shall issue or sell, or is, in accordance with any of Sections 4(j)(i) through 4(j)(vii) hereof, deemed to have issued or sold, any Additional Shares of Common Stock (as defined below) for no consideration or for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issuance or sale, then and in each such case (a "Trigger Issuance") the then-existing Conversion Price, shall be reduced, as of the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount effective date of the Notes Trigger Issuance, to a price determined as follows: Adjusted Conversion Price = (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(dA x B) of + D ----------- A+C where "A" equals the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of 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 shall convert (the “Mandatory Conversion”) 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 “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Eventoutstanding, the Company shall deliver notice to the Holders of the Notes, 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 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 event that any Holder notified the Company (1) in the case of 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 including Additional Shares of Common Stock or otherwise be (as defined below) deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon issued hereunder, immediately preceding such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).Trigger Issuance;

Conversion. Immediately following (aand subject) At any time following to the receipt of approval by the Required Stockholder Approval and Company's stockholders, at the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert annual 2000 stockholders meeting (the “Optional Conversion”"Annual 2000 Meeting"), of a proposal to increase the authorized shares of Common Stock, par value, $0.001 (hereinafter, the "Common Stock") their outstanding Notes, at any time and that the Company is authorized to issue from time to time, on any Business Day, prior time (such proposal hereafter referred to as the earliest of (1) if applicable, with respect to a Note called for redemption"Increase in Authorized Common"), the close principal amount of business on the Business Day immediately preceding outstanding Debentures shall, without any further action, convert into shares of Common Stock of the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, Company at a conversion rate per share equal to $2 (hereinafter, the “"Conversion Rate”) of 81.2 shares per $1,000 principal amount Shares"). Additionally, at time of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) issuance of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of 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 AmendmentShares, the Company shall convert issue to the undersigned a warrant, in the form annexed hereto as Appendix II, (hereinafter, the “Mandatory Conversion”"Warrant") any outstanding Notes into a to purchase up to such number of shares of Common Stock per $1,000 principal amount of Notes as shall be equal to the number of Conversion Rate then in effect (plus cash in lieu of fractional shares) if Shares issued at the Daily VWAP time of the Common Stock exceeds or is Conversion at a per share exercise price equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days $3.50 (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received issuable or issued under such Warrant being referred to hereafter as the "Warrant Shares"). The Company represents that the Annual 2000 Meeting is currently scheduled for September 20, 2000 and undertakes and covenants to hold the Annual 2000 Meeting by no later than November 15, 2000 and also undertakes and covenants to use its best efforts to cause to be adopted at such meeting the proposal relating to the Increase in Authorized Common. The Company may, at any time commencing after the end of the twelve month period following the issuance of the Warrant and upon such conversion. delivery of a notice of redemption to the holder hereof (f) At the request of any Holderhereafter, the Company will use its reasonable efforts "Notice of Redemption") redeem (to cooperate with such Holder to confirm with brokers that such Holder will the extent not be an “affiliate” then exercised) the Warrant for $.10 per Warrant share if the underlying common stock issuable upon exercise of the Company for purposes of Warrant is covered by an effective registration statement on Form SB-2 (or any other appropriate form) under the Securities Act and/or of 1933, as amended (hereinafter, the Exchange Act "Act"), and the Company's common shares have traded at or above 200% of the exercise price for a period of twenty consecutive trading days immediately preceding the date on which the Notice of Redemption is deposited or transmitted; provided, that, the provisions relating to such redemption shall apply only upon any Optional Conversion pursuant (and following) the approval by the Company's stockholders at the Annual 2000 Meeting of the Increase in Authorized Common and, provided, further, that, notwithstanding the foregoing, the Holder may exercise within seven (7) business days following delivery to Section 12.01(athe Holder of the Notice of Redemption the Warrant (in part or in full) or Mandatory Conversion pursuant to Section 12.01(b)by payment in immediately available funds of the amount reflecting such exercise of the Warrant.

Conversion. (ai) At any time following This Debenture shall be convertible into shares of Common Stock (subject to the receipt limitations set forth in Section 4(a)(iii) hereof) at the option of the Required Stockholder Approval and the effectiveness of the Charter AmendmentHolder, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, in whole or in part at any time and from time to time, on any Business Dayafter the 90th day following the Original Issue Date (the "INITIAL CONVERSION DATE"), prior to the earliest of PROVIDED, HOWEVER, (1) if applicable, with respect to a Note called for redemptionon and after the Initial Conversion Date, the close Holder shall be entitled to convert up to 25% of business the aggregate principal amount of Debentures originally issued on the Business Day Original Issue Date; (2) on and after the first month anniversary of the Initial Conversion Date, the Holder shall be entitled to convert up to 50% of the aggregate principal amount of Debentures originally issued on the Original Issue Date; (3) on and after the second month anniversary of the Initial Conversion Date, the Holder shall be entitled to convert up to 75% of the aggregate principal amount of Debentures originally issued on the Original Issue Date; (4) on and after the third month anniversary of the Initial Conversion Date, the Holder shall be entitled to convert all of the aggregate principal amount of Debentures originally issued on the Original Issue Date. Notwithstanding the foregoing, the conversion limitations set forth in this Section shall cease to apply, and all Debentures may be converted in whole or in part at the option of the Holder, if the average of the closing sales prices of the Common Stock on the NASDAQ or such Subsequent Market on which the Common Stock is then listed or quoted for any twenty (20) consecutive Trading Days shall be equal to or greater than 175% of the average of the Per Share Market Values for the five (5) Trading Days immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Original Issue Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 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 shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of Notes equal this Debenture to be converted, plus all accrued but unpaid interest thereon (only to the extent that the Company has elected and is permitted to pay such interest in shares of Common Stock), by the Conversion Rate then Price, each as subject to adjustment as provided hereunder. The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as EXHIBIT A (a "CONVERSION NOTICE") to the Company. Each Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (a "CONVERSION DATE"). If no Conversion Date is specified in effect (plus cash in lieu of fractional sharesa Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is deemed delivered hereunder. Subject to Section 5(b) if hereof, each Conversion Notice, once given, shall be irrevocable. If the Daily VWAP Holder is converting less than all of the Common Stock exceeds principal amount represented by the Debenture(s) tendered by the Holder with the Conversion Notice, or is equal to the Threshold Price if a conversion hereunder cannot be effected in effect on each applicable Trading Day full for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Eventany reason, the Company shall deliver notice honor such conversion to the Holders of extent permissible hereunder and shall promptly deliver to such Holder (in the Notes, manner and within the Trustee and the Conversion Agent (if other than the Trusteetime set forth in Section 5(b)) (a new Debenture for 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 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 as has not been 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes The Securityholders shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time on or after 60 days after the date hereof and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business 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 converting Holders, into shares of Common Stock in the manner described herein on and subject to the following terms and conditions: (a) The Trust Securities shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures theretofore held by the Trust on the basis of one Trust Security per $___ 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 one share of Common Stock per $____ principal amount of Debentures (which is equivalent to an initial conversion price of $__________ 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 ____ 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 403(a) hereof), and (B) to immediately convert such Debentures on behalf of such Holder into Common Stock (at the Conversion Ratio specified in Section 403(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 403. 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, 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 (2including any Additional Amount) surrendered for conversion, or on account of any accumulated and unpaid dividends, if any, on the shares of 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 Indenture. Trust Securities shall be deemed to have been converted immediately prior to the close of business on the Business Day immediately preceding day on which a Conversion Request relating to such Trust Securities is received by the Maturity Trust in accordance with the foregoing provisions of this Section 403 (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 at such time. As promptly as practicable on or after the Conversion Date, into Common Stock, the Depositor shall issue and deliver at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount office of the Notes (plus 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 fractional any fraction of any share to the Person or Persons entitled to receive the same as provided in Section 403(e) hereof, unless otherwise directed by the Holder in the Conversion 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 Property Trustee as conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section 403. In effecting the conversion and transactions described in this Section 403, the Conversion Agent shall be acting as agent of the Securityholders directing it to effect such 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 403, 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 12.03); provided that 403 and to deliver to the Trust a new Debenture or Debentures for any Holder of Notes who would beneficially own resulting unconverted principal amount. (as determined in accordance with Section 13(de) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding No fractional shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice 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 Date) by the Depositor to the Company prior Trust, which in turn shall make such payment to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06the Holder or Holders of Trust Securities so converted. (bf) Following The Depositor shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the receipt conversion of the Required Stockholder Approval and the effectiveness of the Charter AmendmentDebentures, the Company shall convert (the “Mandatory Conversion”) free from any outstanding Notes into a preemptive or other similar rights, such number of shares of Common Stock per $1,000 principal amount as shall from time to time be issuable upon the conversion of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP all of the Common Stock exceeds or is equal to Debentures then outstanding. Notwithstanding the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Eventforegoing, the Company shall deliver notice to the Holders of the Notes, 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 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 Depositor shall be added entitled to the principal amount deliver, upon conversion 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 4.15Debentures, 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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” reacquired and held in the treasury of the Company for purposes Depositor (in lieu of the Securities Act and/or 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 conversion of the Exchange upon such conversionDebentures shall be duly authorized, then the Company will promptly enter into a Registration Rights Agreement covering 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 conversiongovernmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of the Common Stock (and all requirements to list the Common Stock issuable upon conversion of Debentures that are at the time applicable), in order to enable the Depositor to lawfully issue Common Stock to the Trust upon conversion of the Debentures and the Trust to lawfully deliver the Common Stock to each Holder upon conversion of the Trust Securities. (fg) At The Depositor shall pay any and all taxes that may be payable in respect of the request issue or delivery of shares of Common Stock on conversion of Debentures and the delivery of the shares of Common Stock by the Trust upon conversion of the Trust Securities. The Depositor shall not, however, be required to pay any tax that may be payable in respect of any Holdertransfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the Trust Securities so converted were registered, and no such issue or delivery shall be made unless and until the Company will use its reasonable efforts person requesting such issue has paid to cooperate with the Trust the amount of any such Holder tax or has established to confirm with brokers the satisfaction of the Trust that such Holder will not be an “affiliate” tax has been paid. (h) Nothing in the preceding Section 403 shall limit the requirements of the Company for purposes Trust to withhold taxes pursuant to the terms of the Trust Securities Act and/or or as set forth in this Trust Agreement or otherwise require the Exchange Act upon Property Trustee or the Trust to pay any Optional amount on account of such withholdings. (i) The protections of this Trust Agreement, including Sections 801, 803 and 806, shall apply to the Property Trustee also in its capacity as Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)Agent.

Conversion. (a) At any time following A Holder of a Security may convert it into Shares in accordance with the receipt terms and conditions set forth in Article 11 of the Required Stockholder Approval and Indenture. After May 25, 2003, a Holder's right to convert Securities into Shares is subject to the effectiveness 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 Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemptionIndenture, the close of business on the Business Day immediately preceding the Redemption Date or Issuer shall deliver Shares (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus and cash in lieu of fractional shares of Common Stock Shares) in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) Article 11 of the Exchange Act and Indenture, whether or not the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written Issuer has delivered a 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 11.02 of the Required Stockholder Approval and Indenture to the effectiveness effect that the Securities will be paid in cash. The amount of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per cash to be paid for each $1,000 principal amount Principal Amount of Notes a Security shall be equal to the Market Price of a Share multiplied by the Conversion Rate then 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 (plus other than cash in lieu of fractional shares) if there has occurred (prior to, on or after, as the Daily VWAP 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 Common Stock exceeds or is 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 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 redeemed on a date within such period) must be accompanied by payment of an amount equal to the Threshold Price 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 payable by 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 Agent, (2) surrender the Security to the Conversion Agent for cancellation, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, 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. A Holder may convert a portion of 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 effect 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 each applicable Trading Day which interest was last paid) through the Conversion Date with respect to the converted 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 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 at least 15 consecutive Trading Days the 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 “Mandatory Conversion 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 the Mandatory Conversion Eventa Share Separation, the Company Conversion Rate of the Securities shall deliver notice 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 Issuer, interest in lieu of future Original Issue Discount shall accrue at the rate of 3.25% per annum on a principal amount per Security (the "Restated Principal Amount") equal to the Holders 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 Notesclose 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 Trustee 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 Conversion Agent (if other than Person in whose name that Security is registered at the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open close of business on the second business 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 following funds by transfer to an account maintained by the payee located inside the United States, provided that with respect to any Holder, such Mandatory Conversion Event, which notice Holder shall specify that have furnished to the Mandatory Conversion shall occur not Paying Agent all required wire payment instructions no later than the third business day following related Regular Record Date, or if no such instructions have been furnished, by check payable to such Holder. From and after the notice of Option Exercise Date, Contingent Interest provided for in the Mandatory Conversion Event. (c) Interest paragraph entitled "Contingent Interest" hereof shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or 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 convertedthis Security. (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 event that any Holder notified the Company (1) in the case of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following In addition to the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding NotesInterest Debentures to be issued pursuant to Section 3 hereof, at any time and from time to time, on any after the issuance of this Debenture up until the Business Day, prior to 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 full pursuant to Section 8 hereof, the Purchaser may at any time convert all or a portion of the outstanding principal amount of this Debenture plus any and all accrued interest to date (1the "CONVERSION AMOUNT") if applicableinto Common Stock of the Company calculated as 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, with respect the Conversion shall be deemed to a Note called for redemption, have been effected as of the close of business on the Business Day immediately preceding date on which the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would 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 upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice 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 such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06sale. (b) Following The Purchaser shall exercise its right of conversion by delivering to the Company upon five (5) Business Days prior written notice provided in accordance with Sections 9(f) and 10 hereof, a notice setting forth the following: (i) the Conversion Amount; and (ii) the name or names (and addresses) in which the Purchaser wishes the certificate or certificates of shares of Common Stock to be issued (the "CONVERSION NOTICE"). As soon as possible after receipt by the Company of the Required Stockholder Approval and the effectiveness of the Charter AmendmentConversion Notice (but in any event within five (5) Business Days), the Company shall convert deliver to the Purchaser or its designee(s): (i) a certificate or certificates representing the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 Stock, issuable by reason of such Conversion in such name or names as the Purchaser has specified; and (ii) in the event that the Conversion Amount is less than the entire outstanding principal amount of Notes equal this Debenture, a new Debenture with identical terms shall be issued by the Company 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 Purchaser to the Threshold Price in effect on each applicable Trading Day reflect a deduction for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, 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 EventAmount. (c) Interest The issuance of certificates for shares of Common Stock shall cease be made without charge to accrue on the Purchaser for any Notes on issuance tax in respect thereof or other cost incurred by the date Company in connection with the Conversion and the related issuance of occurrence of shares thereof. Upon the Optional Conversion or the Mandatory Conversion (such dateConversion, the “Company shall take all such actions as are necessary in order to insure that such stock issuable with respect to the Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion Notice shall be added validly issued, fully paid and nonassessable, free and clear of taxes, liens, charges and encumbrances with respect to the principal amount of such Note being convertedissuance thereof. (d) If a Holder exercises The Company shall not close its right to require books against the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change transfer of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into any Common Stock only if it withdraws its election issued or issuable upon delivery of the Conversion Notice in any manner which interferes with the timely Conversion. The Company shall assist and cooperate with the Purchaser to have its Notes repurchased make any governmental filings or obtain any governmental approval prior to or in connection with such Prepayment Offer or Change of Control Offerthe Conversion hereunder (including, without limitation, making any filings required to be made by the Company). (e) In If any fractional interest in a share of Common Stock would, except for the event that any Holder notified the Company (1) in the case provisions of an Optional Conversion pursuant to this Section 12.01(a8(e), at any time beginning on be delivered upon the Conversion, the Company, in lieu of delivering the fractional share therefor, shall pay an amount to the Purchaser or its assignee(s) thereof equal to the Market Price of such fractional interest as of 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 an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At Nothing set forth in this Debenture or the request Debenture Purchase Agreement shall be construed to limit the number of any Holder, conversions that the Company will use its reasonable efforts Purchaser may elect to cooperate with such Holder exercise prior to confirm with brokers that such Holder will not be an “affiliate” the earliest of the Company for purposes of Redemption Date, Settlement Repayment Date, or the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)Maturity Date.