Common use of Conversion Clause in Contracts

Conversion. The Lender has the right, 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender holder of any Note has the right, exercisable at any time after the Effective Date, at its electionIssuance Date and prior to the close of business (New York City time) on the Business Day immediately preceding the date of the Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $100) 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $5.00 per share, subject to adjustment under certain circumstances, except that if a Note is called for redemption, the conversion right will terminate at the close of business (New York City time) on the Business Day immediately preceding the date fixed for redemption. To convert a Note, a holder must (1) complete and sign a notice of election to convert substantially in the Lender form set forth below, (in any name directed by 2) surrender the Lender) within three Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Noteholder surrenders a Note for conversion after the close of business days on the record date for the payment of Conversion Notice deliveryan installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date will be paid to the registered holder of such Note on such record date. In such event, unless such Security has been called for redemption on or prior to such interest payment date, such Note, when surrendered for conversion, must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the portion so converted. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Note is determined by dividing 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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 principal amount of the Note converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. A Note in respect of which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Note may be converted only if the notice of exercise is hereby deleted withdrawn as provided above and in accordance with the terms of the Indenture. The above description of conversion of the Notes is qualified by reference to, and is subject in its entiretyentirety by, the more complete description thereof contained in the Indenture.

Conversion. The Lender Holder of any Security has the right, exercisable at any time after the Effective Dateprior to 5:00 p.m., at its electionNew York City time, on March 15, 2030, to convert all the principal amount thereof (or part any portion 104 thereof that is an integral multiple of the Note Amount $27) into shares of fully paid and non-assessable Capital Stock at the initial conversation rate of 0.73 shares of common stock Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Borrower (the “Common Stock”Company). The conversion ratio and equivalent conversion price shall be $0.013 per share of Common Stock (in effect at any time are known as the “"Applicable Conversion Price”" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) 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 complete and sign 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected substantially in the form attached hereto, (2) surrender the Security to a Conversion Notice within 24 hours of delivery of the Conversion NoticeAgent, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business days on the Regular Record Date for the payment of Conversion Notice deliveryan installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Security is determined by dividing the Lender through principal amount of the DTC Direct Registration System (“DRS”)Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The Conversion Price outstanding principal amount of any Security shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings reduced by the Borrower relating to the Borrower’s securities or the securities of any subsidiary portion of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsprincipal amount thereof converted into shares of Capital Stock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time after the Effective Dateprior to 5:00 p.m., at its electionNew York City time, on March 15, 2030, to convert all the principal amount thereof (or part any portion 102 6 thereof that is an integral multiple of the Note Amount $27) into shares of fully paid and non-assessable Capital Stock at the initial conversation rate of 0.73 shares of common stock Capital Stock for each $27 in aggregate principal amount of Securities (equivalent to a conversion price of $37 per share of Capital Stock of the Borrower (the “Common Stock”Company). The conversion ratio and equivalent conversion price shall be $0.013 per share of Common Stock (in effect at any time are known as the “"Applicable Conversion Price”" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) 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 complete and sign 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected substantially in the form attached hereto, (2) surrender the Security to a Conversion Notice within 24 hours of delivery of the Conversion NoticeAgent, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business days on the Regular Record Date for the payment of Conversion Notice deliveryan installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Security is determined by dividing the Lender through principal amount of the DTC Direct Registration System (“DRS”)Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The Conversion Price outstanding principal amount of any Security shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings reduced by the Borrower relating to the Borrower’s securities or the securities of any subsidiary portion of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsprincipal amount thereof converted into shares of Capital Stock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to A Holder of a Debenture may convert all or part of the Note Amount such Debenture 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of the Company at any time prior to maturity; provided, however, that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption date for such Debenture (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 Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such Debenture for redemption prior to the Lender close of business on the Business Day immediately preceding the redemption date for such Debenture, the right of conversion shall terminate upon presentation of the Debenture to the Trustee (unless the Company shall default in any name directed making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed). The initial Conversion Price is $27.09 per share, subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a Debenture is determined by dividing the principal amount converted by the Lender) within three (3) business days of Conversion Notice deliveryPrice in effect on the Conversion Date. The Borrower represents that it is participating No payment or adjustment will be made for accrued interest on a converted Debenture, except as described in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programnext succeeding paragraph, and or for dividends or distributions on shares of Common Stock issued upon request conversion of the Lender and provided that the a Debenture. No fractional shares to will be issued are eligible for transfer under Rule 144 upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing sale price of the Securities Act of 1933, as amended (the “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 on the last Trading Day prior to the Lender through Conversion Date. A Debenture in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the DTC Direct Registration System (“DRS”). The Conversion Price shall option of such Holder to require the Company to purchase such Debenture may be subject to equitable adjustments for stock splits, stock dividends or rights offerings by converted only if the Borrower relating to Change in Control Purchase Notice is withdrawn as provided above and in accordance with the Borrower’s securities or the securities of any subsidiary terms of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Note may convert it into Class A Common Stock of the Company at any time after before the Effective close of business on February 23, 2021. If the Note is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date. A Note in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Repurchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 11.8135 shares of Class A Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Class A Common Stock. In the event the Company exercises its option pursuant to the Indenture to have interest in lieu of Original Issue Discount and cash interest accrue on the Note following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Class A Common Stock 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 to be redeemed on a date within such period or on the next Interest Payment Date) must be accompanied by payment of an amount 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. To convert a Note, 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 Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee, if required and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of a Note 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, the Class A Common Stock except as provided in the Indenture. On conversion of a Note, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to, but excluding, the Conversion Date and (except as provided below) that portion of accrued cash interest attributable to the period from the last Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) to, but excluding, the Conversion Date (or, if the Company has exercised the option provided for in paragraph 10 hereof, that portion of accrued interest attributable to the period from the later of (x) the date of such exercise and (y) the most recent Interest Payment Date following the date of such exercise to, but excluding, the Conversion Date) with respect to the converted Note 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 Class A Common Stock (together with the cash payment, if any, in lieu of fractional shares) and/or cash, if any, in exchange for the Note being converted pursuant to the terms hereof; and such cash, if any, and the fair market value of such shares of Class A 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 Original Issue Discount and cash interest (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued to, but excluding, the Conversion Date, at its electionand the balance, to convert all or part if any, of such cash and/or the fair market value of such Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Note Amount into shares of fully paid and non-assessable shares of common stock of being converted pursuant to the Borrower (provisions hereof. Notwithstanding the “Common Stock”). The conversion price shall foregoing, accrued but unpaid interest will 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 payable 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, Notes made concurrently with 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 Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours after acceleration of delivery Notes following an Event of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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”)Default. The Conversion Price shall Rate will be subject to equitable adjustments adjusted for stock splits, stock dividends or distributions on Class A Common Stock payable in Class A Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Class A Common Stock; distributions to all holders of Class A Common Stock of certain rights offerings by to purchase Class A Common Stock for a period expiring within 60 days at a price per share less than the Borrower relating Sale Price at the Time of Determination; and distributions to the Borrower’s securities such holders of assets or the debt securities of any subsidiary the Company or certain rights to purchase securities of the BorrowerCompany (excluding certain cash dividends or distributions). However, combinationsno adjustment need be made if Noteholders may participate in the 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, recapitalizationmerger or binding share exchange or a transfer of all or substantially all of its assets, reclassificationsor upon certain distributions described in the Indenture, extraordinary distributions and similar events.” Section 4 the right to convert a Note into Class A Common Stock may be changed into a right to convert it into securities, cash or other assets of the Note is hereby deleted in its entiretyCompany or another person.

Conversion. The Lender has Subject to the right, at any time after the Effective Date, at its election, to convert all or part provisions of Article 4 of the Indenture, a Holder of a Note Amount may convert such Note 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of the Company if any of the conditions specified in paragraphs (a) through (e) of Section 4.1 of the Indenture is satisfied; provided, however, that if such Note is called for redemption, the conversion right will terminate at the close of business on the third Business Day immediately preceding the Redemption Date of such Note (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 Note is redeemed). The initial conversion price is $15.43 per share, subject to adjustment under certain circumstances as described in the Lender Indenture (in any name directed the "Conversion Price"). The number of shares issuable upon conversion of a Note is determined by dividing the principal amount of Notes converted by the LenderConversion Price in effect on the Conversion Date. Upon conversion, no adjustment for interest (including Contingent Interest and Liquidated Damages, if any) within three (3) business days of Conversion Notice deliveryor dividends will be made. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the No fractional shares to will be issued are eligible for transfer under Rule 144 upon conversion; in lieu thereof, an amount will be paid in cash based upon the Closing Price of the Securities Act of 1933, as amended (the “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 on the last Trading Day prior to the Lender through date of conversion. To convert a Note, a Holder must (a) complete and sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to the Conversion Agent, (“DRS”). The b) surrender the Note to the Conversion Price shall be subject to equitable adjustments for stock splitsAgent, stock dividends or rights offerings (c) furnish appropriate endorsements and transfer documents if required by the Borrower relating 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 Borrower’s securities or Depositary appropriate instructions pursuant to the securities Depositary's book-entry conversion programs. If a Holder surrenders a Note for conversion between the record date for the payment of any subsidiary an installment of interest and the Borrowerrelated interest payment date, combinationsthe Note must be accompanied by payment of an amount equal to the interest (including Contingent Interest and Liquidated Damages, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 if any) payable on such interest payment date on the principal amount of the Note or portion thereof then converted; provided, however, that no such payment shall be required if such Note has been called for redemption on a Redemption Date within the period between and including such record date and such interest payment date, or if such Note is hereby deleted surrendered for conversion on the interest payment date. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in its entiretyrespect of which a Holder has delivered a Repurchase Notice or a Change of Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Note as provided in Section 3.9 or Section 3.10, respectively, of the Indenture may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture.

Conversion. The Lender has Subject to the rightnext four succeeding sentences, a Holder of this Note may convert it or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 into duly authorized, fully paid and nonassessable Common Stock of the Company at the Conversion Price (as defined below) in effect at the time of conversion at any time after before the Effective close of business on July 15, 2008. In case this Note or a portion thereof is called for redemption, such conversion right in respect of this Note or the portion so called shall expire at the close of business on the Business Day preceding the Redemption Date, at its election, to convert all except that in case a Note 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)portion thereof is called for redemption, and all conversions the Redemption Date occurs on an Interest Payment Date, such conversion right in respect of this Note or the portion so called, shall be cashless and not require further expire at the close of business on the Redemption Date, unless the Company defaults in making the payment from due upon redemption. In the Lender. If no objection is delivered from case of a Change of Control for which the Borrower to the Lender, Holder exercises its repurchase right with respect to any variable this Note or calculation reflected a portion thereof, such conversion right in respect of this Note or portion thereof shall expire at the Conversion close of business on the Business Day immediately preceding the Change of Control Repurchase Date, unless the Company defaults in make the payment due upon repurchase. A Note in respect of which a Holder has delivered a Change of Control Repurchase Notice within 24 hours exercising the option of delivery of such Holder to require the Conversion Notice, the Borrower shall have been thereafter deemed Company to have irrevocably confirmed and irrevocably ratified purchase such Note may be converted only if such notice of conversion and waived any objection thereto. The Borrower shall deliver exercise is withdrawn in accordance with the shares of Common Stock 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 request terms of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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”)Indenture. The Conversion Price shall be initially equal to $36.531 per share of Common Stock, subject to equitable adjustments for stock splitsadjustment in certain events described in the Indenture. The Company shall pay a cash adjustment as provided in the Indenture in lieu of any fractional share of Common Stock. To convert a Note, stock dividends a Holder must (1) complete and manually sign the conversion notice below (or rights offerings complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Borrower relating to Conversion Agent, the Borrower’s securities Company or the securities of Trustee and (4) pay any subsidiary of the Borrowertransfer or similar tax, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsif required.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Security may convert it into Class A Common Stock of the Company at any time after before the Effective close of business on ________, 20__. If the Security is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date, at its election, . The number of shares of Class A Common Stock to convert all or part be delivered upon conversion of a Security into Class A Common Stock per $1,000 of Principal Amount shall be equal to the Conversion Rate then in effect. 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 the notice of exercise is withdrawn in accordance with the terms of the Note Amount into Indenture. The initial Conversion Rate is ______ shares of fully paid Class A Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Class A Common Stock. To convert, a Security a Holder must (1) complete and non-assessable shares of common stock manually sign the conversion notice on the back of the Borrower Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the “Conversion Agent (or the office or agency referred to in Section 4.05 of the Indenture), (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 convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Class A Common Stock”)Stock except as provided in the Indenture. The On conversion price of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be $0.013 per share deemed to be paid in full to the Holder thereof through the delivery of the Class A Common Stock (together with any cash payment in lieu of fractional shares) in exchange for 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 the Lender. If no objection is delivered from the Borrower Security being converted pursuant to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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”)terms hereof. The Conversion Price shall Rate will be subject to equitable adjustments adjusted for stock splits, stock dividends or distributions on Class A Common Stock payable in Class A Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Class A Common Stock; distributions to all holders of Class A Common Stock of certain rights offerings by to purchase Class A Common Stock for a period of 60 days at less than the Borrower relating Quoted Price at the Time of Determination; and distributions to the Borrower’s securities such holders of assets or the debt securities of any subsidiary the Company or certain rights to purchase securities of the BorrowerCompany (excluding certain cash dividends or distributions). However, combinationsno adjustment need be made if Securityholders may participate in the 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, recapitalizationmerger or binding share exchange or a transfer of all or substantially all of its assets, reclassificationsor upon certain distributions described in the Indenture, extraordinary distributions and similar events.” Section 4 the right to convert a Security into Class A Common Stock may be changed into a right to convert it into securities, cash or other assets of the Note is hereby deleted in its entiretyCompany or another person.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Security may convert it into Common Stock of the Company at any time after before the Effective close of business on June 28, 2020. If the Security is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date, at its election, . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to convert all or part require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Note Amount into Indenture. The initial Conversion Rate is 7.4603 shares of fully paid and non-assessable Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will 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 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of common stock Common Stock such Holder would have received if the Company had not exercised such option. If the Company 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 of 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 interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to 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, (3) furnish appropriate endorsements and transfer documents if required by the 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 Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security 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 Borrower Common Stock (together with the “Common Stock”). The conversion price shall be $0.013 per share 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 Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued through the Conversion Price”Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) at all timesshall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The conversion formula shall Conversion Rate will be as follows: Number adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered Common Stock; distributions 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares holders of Common Stock from any conversion of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Lender Quoted Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in any name directed by the Lender) within three (3) business days of Conversion Notice deliverytransaction or in certain other cases. The Borrower represents that it Company from time to time may voluntarily increase the Conversion Rate. If the Company is participating 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 Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programIndenture, and upon request the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), Company 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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsanother person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to compliance with the right, at any time after the Effective Date, at its election, to convert all or part provisions of the Note Amount Indenture, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security is called for redemption pursuant to Article III of the Lender Indenture or upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption date 2 These paragraphs to be included only if the Security is a Transfer Restricted Security. or the Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless the Company shall default in any name directed by making the Lender) within three (3) redemption payment or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of business days on the date such default is cured and such Security is redeemed or purchased). A Security in respect of Conversion which a Holder has delivered a Change in Control Repurchase Notice deliveryexercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Borrower represents that it Conversion Price is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program$19.67 per share, and upon request subject to adjustment under certain circumstances. The number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Lender through Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to a Conversion Agent, (“DRS”)b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The Conversion Price Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower provisions of this Indenture relating to the Borrower’s securities payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the securities option of any subsidiary such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.”

Conversion. The Lender holder of any Note has the right, exercisable at any time after prior to the Effective Date, at its electionclose of business (New York time) on the date of the Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable whole shares of Common Stock at the initial Conversion Price of $27.46 per share, subject to adjustment under certain circumstances, except that if a Note is called for redemption or repurchase, as the case may be, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption or repurchase, as the case may be. A Note in respect of which a holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Note may be converted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. To convert a Note, a holder must (1) complete and sign a conversion notice substantially in the form set forth below, (2) surrender the Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. The number of shares issuable upon conversion of a Note is determined by dividing the principal amount of the Note Amount into converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. Any Note or portion thereof surrendered for conversion after the close of fully paid business on a Record Date for payment of interest and non-assessable shares prior to the opening of common stock of business on the Borrower (the “Common Stock”). The conversion price next succeeding Interest Payment Date shall be $0.013 per share accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest thereon that is to be paid on such Interest Payment Date on the principal amount being converted (unless any such Note or portion thereof being converted shall have been called for redemption on a redemption date occurring between the close of business on such Record Date and the opening of business on such Interest Payment Date, in which case no such payment shall be required); provided, -------- however, that no such payment need be made if there shall exist at the time of ------- conversion a default in the payment of interest on the Notes. An amount equal to such payment shall be paid by the Company on such Interest Payment Date to the holder of such Notes at the close of business on such Record Date; provided, -------- however, that, if the Company shall default in the payment of interest on such ------- Interest Payment Date, such amount shall be paid to the Person who made such required payment. Except as provided in the Indenture, no payments or adjustments shall be made upon conversion on account of accrued interest on the Notes or for any dividends or distributions on any shares of Common Stock (delivered upon the “Conversion Price”) at all timesconversion of such Notes. The above description of conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided Notes is qualified 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)reference to, and all conversions shall be cashless and not require further payment from is subject in its entirety by, the Lendermore complete description thereof contained in the Indenture. If no objection is delivered from In order to exercise the Borrower to the Lender, conversion privilege with respect to any variable interest in a Global Note, the beneficial holder must complete the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program and follow the other procedures set forth in such program. Upon the conversion of a Global Note, the Trustee, or calculation reflected the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsprincipal amount represented thereby.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Security may convert the right, principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into ADSs at any time after prior to the Effective Dateclose of business on the Business Day immediately preceding June 1, 2008; provided, however, that if the Security is subject to purchase upon a Change of Control, the conversion right will terminate at its electionthe close of business on the Business Day immediately preceding the Change of Control Purchase Date for such Security or such earlier date as the Holder presents such Security for purchase (unless the Company shall default in making the Change of Control Purchase Price when due, to convert all or part in which case the conversion right shall terminate at the close of business on the Note Amount into shares of fully paid date such default is cured and non-assessable shares of common stock of the Borrower (the “Common Stock”such Security is purchased). The conversion price shall be initial Conversion Price is $0.013 per share of Common Stock (the “Conversion Price”) at all times9.267, subject to adjustment under certain circumstances. 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 emailADSs, facsimilewhen issued, 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 Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 the terms of the Deposit Agreement. The number of ADSs issuable upon conversion of a Security is determined by dividing the principal amount of the Security or rights offerings portion thereof being converted by the Borrower Conversion Price in effect on the Conversion Date. No fractional ADSs will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the ADS Closing Price on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent and (d) pay any transfer or similar tax, if required. The Conversion Agent shall use commercially reasonable efforts to procure the completion of Part II of the Conversion Notice by the Holder who converts a Security. The Conversion Agent shall promptly, but in no event later than two Business Days following the Conversion Date, deliver a copy of such duly completed Conversion Notice to the ADS Depositary, the Custodian (as defined in the Deposit Agreement), the Company and counsel to the Company. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof which are subject to purchase following a Change of Control on a date during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the Borrower’s securities payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder had delivered a Change of Control Purchase Notice exercising the securities option of any subsidiary such Holder to require the Company to purchase such Security may be converted only if the Change of Control Purchase Notice is withdrawn in accordance with the terms of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Security may convert it into Common Stock of the Company at any time after before the Effective close of business on February 9, 2018; PROVIDED, HOWEVER, that if a Security is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Security into Common Stock per $1,000 of Principal Amount shall be equal to the Conversion Rate. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 6.245 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. To convert a Security a Holder must (i) complete and manually sign the conversion notice on the back of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 4.05 of the Indenture), (ii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (iii) pay any transfer or similar tax, if required. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed paid in full to the Holder thereof through the delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, at its electionand the balance, to convert all or part if any, of the Note Amount into such fair market value of such 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 (and any such cash payment) shall be treated as issued in exchange for the “Conversion Price”) at all timesIssue Price of the Security being converted pursuant to the provisions hereof. The conversion formula shall Conversion Rate will be as follows: Number adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered Common Stock; distributions 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares holders of Common Stock from any conversion of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Lender Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in any name directed by the Lender) within three (3) business days of Conversion Notice deliverytransaction or in certain other cases. The Borrower represents that it Company from time to time may voluntarily increase the Conversion Rate. If the Company is participating a party to a consolidation, merger or binding share exchange of the type specified in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programIndenture, and upon request or certain transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), Company 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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsanother person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has You shall have the right, exercisable at your option at any time after time, to elect to require the Effective Company to convert, at a price per share equal to the Conversion Price on the Conversion Date, at its election, to convert all or part of the unpaid principal of your Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”)Conversion Shares. The conversion price shall be $0.013 per share Fractional Shares of Common Stock (are not to be issued upon conversion, but, in lieu thereof, 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 Company will pay a cash adjustment based on the Conversion Price. A Except where cash payment is required as an adjustment as described above, principal, if any, will be payable by the Company on any Note surrendered for conversion notice (“subsequent to the Conversion Date of such Note. The election to convert shall be made by you at any time by delivery to the Company of a 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 . The Conversion Notice shall be cashless and not require further payment from accompanied by an executed Investment Letter of the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected holder in the Conversion Notice within 24 hours form attached hereto as Exhibit C. Upon receipt of delivery of the a Conversion Notice, the Borrower Company will deliver the Conversion Shares to you at your offices located at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and you shall have been thereafter deemed tender the Note, on the Conversion Date unless another date for conversion is agreed to have irrevocably confirmed and irrevocably ratified such notice by the parties in writing. The Conversion Shares are subject to Securities Laws restrictions as set forth in Section 9.1 of this Agreement unless a current registration statement is in effect under the Securities Act. Each certificate for Conversion Shares issued upon conversion of your Note, unless at the time of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of such Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued Shares are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, shall bear the Borrower following legend (in addition to any legend required by any state securities laws): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE UNLESS (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. Any certificate for Conversion Shares issued at any time in exchange or substitution for any certificate bearing such legend (unless at that time such Conversion Shares are registered under the Securities Act) shall cause also bear such legend unless, in the written opinion of counsel selected by the holder of such certificate, which counsel and opinion shall be reasonably acceptable to the Company, the Conversion Shares represented thereby need no longer be subject to restrictions on resale under the Securities Act. The Company is authorized to notify its transfer agent of the status of any securities bearing the foregoing legend(s) and to electronically issue take such other action as shall be reasonable and proper to prevent any violation of the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”)Securities Act or any state securities laws. The Conversion Price shall be subject Company will issue to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating you a replacement Note with respect to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions amounts remaining due and similar eventspayable to you following any conversion as provided in Section 11.6.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time after prior to the Effective Date, at its electionclose of business (New York time) on the date of this Security's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Common Stock at the initial conversion rate of 3.5714 shares of common stock of the Borrower Common Stock for each Security (the “Common Stock”). The equivalent to a conversion price shall be of $0.013 14.00 per share of Common Stock of the Company), subject to adjustment under certain circumstances, except that if a Security is called for redemption, the conversion right will terminate at the close of business on the Redemption Date. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the “form attached hereto, (2) surrender this Security to a Conversion Price”Agent, (3) at all timesfurnish appropriate endorsements or transfer documents if required by this Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion formula of a Security is determined by dividing the principal amount of this Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery portion of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the principal amount thereof converted into shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsStock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Security may convert it into Common Stock of the Company at any time after before the Effective close of business on February 16, 2019. If the Security is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date, at its election, . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to convert all or part require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Note Amount into Indenture. The initial Conversion Rate is 6.734 shares of fully paid and non-assessable Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will 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 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of common stock Common Stock such Holder would have received if the Company had not exercised such option. If the Company 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 of 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 interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to 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, (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 a Security if the Principal Amount at Maturity of such portion in $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) attributable to the period from the Issue Date (or, it the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted 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 Borrower Common Stock (together with the “Common Stock”). The conversion price shall be $0.013 per share 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 Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued through the Conversion Price”Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) at all timesshall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The conversion formula shall Conversion Rate will be as follows: Number adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered Common Stock; distributions 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares holders of Common Stock from any conversion of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Lender Quoted Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in any name directed by the Lender) within three (3) business days of Conversion Notice deliverytransaction or in certain other cases. The Borrower represents that it Company from time to time may voluntarily increase the Conversion Rate. If the Company is participating 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 Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programIndenture, and upon request the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), Company 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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsanother person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, at At any time after 90 days following the Effective Date, at its election, to convert all or part latest date of original issuance of the Note Amount into shares of fully paid Notes and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower prior to the Lenderclose of business on [_________________], with respect to any variable or calculation reflected in the Conversion Notice within 24 hours 2005, a Holder of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified a Note may convert such notice of conversion and waived any objection thereto. The Borrower shall deliver the Note into shares of Common Stock from any of the Company; PROVIDED, HOWEVER, that if the Note is called for redemption, the conversion right will terminate at the close of business on the third Business Day before the redemption date of such Note (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Note is redeemed). The initial conversion price is [$________________] per share, subject to adjustment under certain circumstances as described in the Lender (in any name directed First Supplemental Indenture and the Indenture. The number of shares issuable upon conversion of a Note is determined by dividing the principal amount converted by the Lender) within three conversion price in effect on the conversion date. Upon conversion, no adjustment for interest 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 current market price (3) business days of Conversion Notice delivery. The Borrower represents that it is participating as defined in the Depository Trust Company (“DTC”First Supplemental Indenture and the Indenture) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 on the last trading day prior to the Lender through date of conversion. To convert a Note, a Holder must (a) complete and sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to the Conversion Agent, (“DRS”). The b) surrender the Note to the Conversion Price shall be subject to equitable adjustments for stock splitsAgent, stock dividends or rights offerings if certificated, (c) furnish appropriate endorsements and transfer documents if required by the Borrower relating 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 Borrower’s securities or Depositary appropriate instructions pursuant to the securities Depositary's book-entry conversion programs. If a Holder surrenders a Note for conversion between the record date for the payment of any subsidiary an installment of interest and the Borrowernext interest payment date, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 the Note must be accompanied by payment of an amount equal to the interest payable on such interest payment date on the principal amount of the Note or portion thereof then converted; PROVIDED, HOWEVER, that no such payment shall be required if such Note has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Note is hereby deleted surrendered for conversion on the interest payment date. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in its entiretyrespect of which a Holder had delivered a Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Note may be converted only if the Repurchase Notice is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. Subject to earlier Maturity, Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, Holders may surrender Securities in integral multiples of $1,000 principal amount for conversion into shares of Common Stock in accordance with Article X of the Indenture. To convert a Security, a Holder must (1) complete and sign the Conversion Notice, with appropriate signature guarantee, on the back of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, (4) pay the amount of interest, if any, the Holder must pay in accordance with the Indenture and (5) pay any tax or duty if required pursuant to the Indenture. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Notwithstanding anything herein to the contrary, no Security may be converted after the close of business on the Business Day immediately preceding the Maturity Date. The Lender initial Conversion Rate is 76.9231 shares of Common Stock per $1,000 principal amount of Securities (which results in an effective initial Conversion Price of $13.00 per share) subject to adjustment in the event of certain circumstances as specified in the Indenture. The Company will deliver cash in lieu of any fractional share. On conversion, no payment or adjustment for any unpaid and accrued interest or additional interest on the Securities will be made. If a Holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and prior to the related interest payment date, such Security, when surrendered for conversion, must be accompanied by payment of an amount equal to the interest thereon which the registered Holder at the close of business on such record date is to receive; provided, however, that such payment of an amount equal to the interest described in the immediately preceding sentence in respect of a Security surrendered for conversion shall not be required with respect to a Security that (i) is surrendered for conversion after the record date immediately preceding the Maturity Date, (ii) has been called for Redemption pursuant to Section 3.04 of the rightIndenture and paragraphs 6 and 7 herein or (iii) is surrendered for conversion after a record date for the payment of an installment of interest and on or before the related interest payment date, where, pursuant to Section 3.09 of the Indenture, the Company has specified, with respect to a Fundamental Change, a Fundamental Change Repurchase Date that is after such record date and on or before such interest payment date; provided further, that, if the Company shall have, prior to the Conversion Date with respect to a Security, defaulted in a payment of interest on such Security, then in no event shall the Holder of such Security who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest pursuant to Section 2.12 of the Indenture or otherwise The Conversion Rate applicable to each Security that is surrendered for conversion, in accordance with the Securities and Article X of the Indenture, at any time after during the Effective Date, at its election, to convert all or part of the Note Amount into shares of fully paid and nonMake-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Whole 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 the Lender. If no objection is delivered from the Borrower to the Lender, Period with respect to any variable or calculation reflected in a Make-Whole Fundamental Change shall be increased to an amount equal to the Conversion Notice within 24 hours of delivery Rate that would, but for Section 10.15 of the Conversion NoticeIndenture, otherwise apply to such Security pursuant to Article X of the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion Indenture, plus an amount equal to the Lender (in any name directed Make-Whole Applicable Increase; provided, however, that such increase to the Conversion Rate shall not apply if such Make-Whole Fundamental Change is announced 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 request of the Lender and provided that the shares to but shall not be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsconsummated.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to convert all or part Upon satisfaction of the Note Amount conditions set forth in Section 10.01(a) of the Indenture, a Holder of a Security may convert any portion of the principal amount of any Security that is an integral multiple of $1,000 into shares of cash and fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/10000th of common stock a share) of Common Stock in accordance with the provisions of Section 10.14 of the Borrower Indenture; provided that if 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 “Common Stock”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 date of maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. The conversion price shall Conversion Price shall, as of the date of the Indenture, initially be $0.013 68.65 per share of Common Stock (the “Conversion Price”) at all timesStock. The conversion formula shall be Conversion Rate shall, 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request date of the Lender and provided that the shares to Indenture, initially be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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”)approximately 14.57. 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 (as defined in the Indenture). Except as provided in Section 10.02(c) of the Indenture, delivery of the Principal Return, Net Shares and cash in lieu of fractional shares shall be subject deemed to equitable adjustments for stock splitssatisfy the Company’s obligation to pay the principal amount of a converted Security and accrued but unpaid interest (including Liquidated Damages, stock dividends 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 rights offerings 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 Borrower relating 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 Borrower’s securities or Depositary appropriate instructions pursuant to the securities Applicable Procedures. If a Holder surrenders a Security for conversion between the close of any subsidiary business on the record date for the payment of an installment of interest and the opening of business on the related interest payment date, the Security must be accompanied by payment of an amount equal to the interest (including Liquidated Damages, if any) payable on such interest payment date on the principal amount of the BorrowerSecurity or portion thereof then converted; provided that no such payment shall be required if such Security has been called for redemption on a Redemption Date within the period between close of business on such record date and the opening of business on such interest payment date, combinationsor if such Security is surrendered for conversion on the interest payment date. A Holder may convert a portion of 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 option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, recapitalizationrespectively, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note Indenture may be converted only if such notice of exercise is hereby deleted withdrawn in its entiretyaccordance with the terms of the Indenture.

Conversion. The Lender holder of any Convertible Note has the right, right at any time after prior to the Effective Date, at its electionclose of business (New York time) on the date of the Convertible Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $1,000) 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $1.35 per share, subject to adjustment under certain circumstances as more fully described in Section 5.6 of the Indenture, except that if a Convertible Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a Convertible Note, a holder must (1) complete and sign a notice of election to convert substantially in the Lender form set forth below, (in any name directed by 2) surrender the Lender) within three Convertible Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends (except for any required payment of Additional Voluntary Conversion Interest), but if any Noteholder surrenders a Convertible Note for conversion after the close of business days on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date will be paid to the registered holder of such Convertible Note on such record date. In such event, such Convertible Note, when surrendered for conversion, must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest (but in no circumstance shall this requirement to pay interest upon conversion result in any holder being required to pay any Additional Voluntary Conversion Notice deliveryInterest to the Company) payable on such interest payment date on the portion so converted. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Convertible Note is determined by dividing the Lender through principal amount of the DTC Direct Registration System (“DRS”). The Convertible Note converted by the Conversion Price shall in effect on the Conversion Date and then adding any shares of Common Stock to 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 subsidiary delivered in payment of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted in its entirety.Additional Voluntary

Conversion. The Lender has Subject to the rightprovisions of the Indenture, unless ---------- previously redeemed, the Notes are convertible (in denominations of (Euro)1.00 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 Effective Date, at its election, Issue Date and prior to convert all or part the maturity date. The number of shares of Capital Stock of the Note Amount into shares of fully paid and non-assessable shares of common stock Company ("Conversion Shares") issuable upon conversion of the Borrower Notes is equal to the principal amount of the Notes being converted (on the date of conversion) divided by (Euro)25.00, subject to adjustment as provided in the Indenture (the “Common Stock”"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) after a record date for the payment of interest and prior to the next succeeding interest payment date, such Notes must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so converted. The Company is not required to issue fractional shares upon conversion price shall be $0.013 per share of Notes (including pursuant to the mandatory conversion feature described below) and, in lieu thereof, will pay a cash adjustment based upon the Closing Price on the Neuer Markt of the Common Stock on the last Trading Day prior to the day of conversion. In the case of Notes called for redemption, conversion rights will expire at the close of business on the Trading Day next preceding the date fixed for redemption, unless the Company defaults in payment of the redemption price. In addition, if the closing price on the Neuer Markt of the Common Stock during any period described below has exceeded the price for such period referred to below for at least 30 consecutive Trading Days ("Market Criteria," with the “Conversion Price”) at all times. The conversion formula shall be 30-day period being referred to 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"Market Criteria Period"), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours Shelf Registration Statement described in paragraph 2 hereof is effective and available, all of delivery the Notes will be automatically converted into that number of Conversion Shares derived by application of the Conversion NoticeRatio; provided, however, that if the Market Criteria is satisfied during the first year after the Closing Date, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver will not occur until the shares of Common Stock 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 request one-year anniversary of the Lender Closing Date and provided that will occur only if the shares to be issued are eligible for transfer under Rule 144 closing price on the Neuer Markt of the Securities Act of 1933, as amended (the “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 is at least (Euro)32.00 on such date: Closing ------- 12 Months Beginning Price -------------------- ----- August 15, 1999 (Euro)32.00 August 15, 2000 (Euro)38.46 August 15, 2001 (Euro)44.92 August 15, 2002 (Euro)51.37 August 15, 2003 (Euro)57.83 The denominator of the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be Ratio is 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 subsidiary adjustment as provided in Section 10.5 of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Series A Convertible Debenture may convert it into Common Stock of the Company at any time after before the Effective close of business on August , 2005; provided, however, that if a Series A Convertible Debenture is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date, at its election, . A Series A Convertible Debenture in respect of which a Holder is exercising such Holder's option to convert all or part require the Company to purchase such Series A Convertible Debenture upon a Repurchase Event may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Note Amount into shares Indenture. The initial conversion price is per share of fully paid Common Stock, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. To convert a Series A Convertible Debenture a Holder must (i) complete and non-assessable shares of common stock manually sign the conversion notice on the back of the Borrower Series A Convertible Debenture or complete and manually sign a facsimile of such notice to the Conversion Agent (or the “office or agency referred to in Section of the First Supplemental Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruction form for conversion pursuant to the Depository's book-entry conversion program, (ii) surrender the Series A Convertible Debenture to a Conversion Agent by physical or book-entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book-entry conversion program), (iii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (iv) pay any transfer or similar tax, if required. Book-entry delivery of a Series A Convertible Debenture to the Conversion Agent may be made by any financial institution that is a participant in the Depositary; conversion through the Depositary's book-entry conversion program is available for any Series A Convertible Debenture that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Series A Convertible Debenture if the portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock”), except as provided in the Indenture. The conversion price shall will be $0.013 per share subject to adjustment upon the occurrence of any of the following events: (i) the subdivision, combination or reclassification of outstanding shares of Common Stock Stock; (ii) 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of a dividend or distribution on any conversion class of capital stock of the Company; (iii) the issuance of rights or warrants to all holders of Common Stock entitling them to acquire shares of Common Stock at a price per share less than the Lender Current Market Price; (iv) the distribution to all holders of Common Stock of shares of capital stock other than Common Stock, evidences of indebtedness, cash and dividends, distributions, rights and warrants referred to above); (v) a distribution consisting exclusively of cash (excluding any cash distributions referred to in (iv) above) to all holders of Common Stock in an aggregate amount that, together with (A) all other cash distributions (excluding any name directed cash distributions referred to in (iv) above) made within the 12 months preceding such distribution and (B) any cash and the fair market value of other consideration payable in respect of any tender offer 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 request or a subsidiary of the Lender and provided that the shares to be issued are eligible Company for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 consummated within the 12 months preceding such distribution, exceeds 15% of the Company's market capitalization (determined as provided in the Indenture) on the date fixed for determining the stockholders entitled to such distribution; and (vi) 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 consummation of a tender offer made by the Borrower relating to the Borrower’s securities Company or the securities of any subsidiary of the BorrowerCompany for the Common Stock which involves an aggregate consideration that, combinations, recapitalization, reclassifications, extraordinary distributions together with (X) any cash and similar events.” Section 4 other consideration payable in respect of any respect of any tender offer by the Company or a subsidiary of the Note Company for the Common Stock consummated with the 12 months preceding the consummation of such tender offer and (Y) the aggregate amount of all cash distributions (excluding any cash distributions referred to in (iv) above) to all holders of the Common Stock within the 12 months preceding the consummation of such tender offer, exceeds 15% of the Company's market capital capitalization at the date of consummation of such tender offer. No adjustment of the conversion price will be required to be made until cumulative adjustments amount to at least one percent of the conversion price, as last adjusted. Any adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment. If the Company is hereby deleted a party to a consolidation or merger of the type specified in the Indenture, or certain transfers of all or substantially all of its entiretyassets to another Person, or in certain other circumstances described in the Indenture the right to convert a Series A Convertible Debenture into Common Stock may be changed into a right to convert it into the kind and amount of securities, cash or other assets that the Holder would have received if the Holder had converted such Holder's Series A Convertible Debentures immediately prior to such transaction.

Conversion. The Lender has A Holder of a Security may convert the right, at principal amount of such Security (or any time after the Effective Date, at its election, portion thereof equal to convert all $1,000 or part any integral multiple of the Note Amount $1,000 in excess thereof) 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from at any conversion time prior to the Lender close of business on June 15, 2011; provided, however, that if the Security is -------- ------- called for redemption or subject to purchase upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the Redemption Date or the Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless the Company shall default in any name directed by making the Lender) within three (3) redemption payment or Change in Control Purchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of business days of Conversion Notice deliveryon the date such default is cured and such Security is redeemed or purchased). The Borrower represents that it initial Conversion Price is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program$9.96 per share, and upon request subject to adjustment under certain circumstances. The number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Closing Price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Lender through Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to a Conversion Agent, (“DRS”)b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The Conversion Price Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof which are either (i) called for redemption or (ii) subject to purchase following a Change in Control, in either case, on a date during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower provisions of this Indenture relating to the Borrower’s securities payment of defaulted interest by the Company. Except as otherwise provided in this paragraph, no payment or adjustment will be made for accrued interest on a converted Security. If the securities Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any subsidiary integral multiple thereof. A Security in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Security may convert the right, Security into Common Stock at any time after until the Effective Dateclose of business on the Business Day prior to the Stated Maturity; provided, however, that if the Security is called for redemption, the conversion right will terminate at its electionthe close of business on the Business Day immediately preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to convert all or part require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”)Indenture. The initial conversion price shall be is $0.013 89.0625 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 Stock, subject 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected adjustment in certain events described in the Conversion Notice within 24 hours Indenture. This is equivalent to a conversion rate of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the 8.3304 shares of Common Stock from per $1,000 Principal Amount of Securities at Stated Maturity. The Company will deliver cash or a check in lieu of any fractional Common Stock. In the event the Company exercises its option pursuant to Section 1601 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the Lender same number of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business of such Interest Payment Date (in any name directed except Securities or portions of Securities to be redeemed on a Redemption Date occurring during the period from the close of business on a Regular Record Date and ending on the opening of business on the first Business Day after the next Interest Payment Date, or if this Interest Payment Date is not a Business Day, the second Business Day after the Interest Payment Date) must be accompanied by payment from the Holder of an amount equal to the interest thereon that the registered Holder is to receive from the Company on such Interest Payment Date. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Lender) within three (3) business days Company on any Interest Payment Date subsequent to the date of Conversion Notice deliveryconversion. The Borrower represents that it A Holder may convert a portion of a Security if the Principal Amount of such portion is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request $1,000 or an integral multiple of the Lender and provided that the shares to $1,000. No payment or adjustment will be issued are eligible made for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue dividends on the Common Stock issuable upon except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (and interest if the Security is converted to an interest-bearing debenture) attributable to the Lender period from the Issue Date (or, in the case of interest, if the Company has exercised the option referred to in "Tax Event", from the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the DTC Direct Registration System (“DRS”). The Conversion Price Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be subject deemed to equitable adjustments 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 stock splitsthe Security being converted pursuant to the terms hereof; and the fair market value of such Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, stock dividends or rights offerings to the extent thereof, first in exchange for Original Issue Discount (and interest, if the Company has exercised its option provided for in "Tax Event") accrued through the Conversion Date, 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 Issue Price of the Security being converted pursuant to the provisions hereof. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents (including any certification that may be required under applicable law) if required by the Borrower relating to the Borrower’s securities Conversion Agent, and (d) pay any transfer or the securities of any subsidiary of the Borrowersimilar tax, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsif required.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Subject to and in compliance with the provisions of the Indenture (including without limitation the conditions of conversion of this Security set forth in Article 11 thereof), the Holder hereof has the right, at any time after the Effective Date, at its electionoption, to convert all the principal amount hereof or part any portion of such principal which is $1,000 or a multiple thereof, into, subject to Section 11.01 of the Note Amount into Indenture, cash and shares of fully paid and non-assessable shares of common stock of Common Stock, if any, at the Borrower Conversion Rate. The initial Conversion Rate (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Initial Conversion PriceRate”) 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the 51.5318 shares of Common Stock from any conversion per $1,000 principal amount of Securities, subject to adjustment in certain events described in the Indenture. Upon conversion, the Company shall deliver, for each $1,000 principal amount of Securities being converted, cash and shares of Common Stock, if any, equal to the Lender (Settlement Amount in accordance with the Indenture. No fractional shares will be issued upon any name directed by conversion, but an adjustment and payment in cash will be made, as provided in the Lender) within three (3) business days Indenture, in respect of Conversion Notice deliveryany fraction of a share which would otherwise be issuable upon the surrender of any Securities for conversion. Securities in respect of which a Holder is exercising its right to require repurchase on a Fundamental Change Repurchase Date or Repurchase Date may be converted only if such Holder withdraws its election to exercise such right in accordance with the terms of the Indenture. 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 Interest through such date on all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Borrower represents that it is participating in Indenture permits, with certain exceptions as therein provided, the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, amendment thereof and upon request the modification of the Lender rights and provided that obligations of the shares to be issued are eligible for transfer under Rule 144 Company and any Subsidiary Guarantors and the rights of the Holders of the Securities Act under the Indenture at any time by the Company and the Trustee with the consent of 1933the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Outstanding Securities, on behalf of the Holders of all the Securities, to waive compliance by the Company and any Subsidiary Guarantors with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of any provision of or applicable to this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, the Trustee shall not have received from the Holders of a majority in principal amount of Outstanding Securities a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of the principal amount, Redemption Price, Fundamental Change Repurchase Price or Repurchase Price hereof on or after the respective due dates expressed herein or to convert the Securities in accordance with Article 11. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal amount, Redemption Price, Fundamental Change Repurchase Price or Repurchase Price of, and Interest on, this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form in denominations of $1,000 and any multiple of $1,000 above that amount, as amended (provided in the “Indenture and subject to certain limitations therein set forth. Securities 2 Act”)are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or are effectively registered under exchange, but the Securities ActCompany and the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Borrower Company, the Trustee and the Security Registrar and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion be affected by notice to the Lender through the DTC Direct Registration System (“DRS”)contrary. The Conversion Price This Security shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings governed by and construed in accordance with the Borrower relating to the Borrower’s securities or the securities of any subsidiary laws of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsState of New York. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Note may convert it into Shares in accordance with the right, at any time after the Effective Date, at its election, to convert all or part terms and conditions set forth in Article 11 of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”)Indenture. The conversion price shall be initial Conversion Rate is 11.8316 Shares per $0.013 per share of Common Stock (1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the “Conversion Price”) at all timesIndenture. The Company will deliver cash or a check in lieu of any fractional Share. The Conversion Rate may be adjusted as provided in the Indenture. To convert a Global Note, a Holder must deliver to DTC the appropriate instruction form for conversion formula shall be as follows: Number pursuant to DTC's conversion program. To convert a Note, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of shares receivable upon conversion equals such notice) and deliver such notice to the dollar conversion amount divided Conversion Agent, (2) surrender the Note to the Conversion Agent for cancellation, (3) furnish appropriate endorsements and transfer documents if required by the Conversion PriceAgent, the Company or the Trustee and (4) pay all funds required, if any, relating to Contingent Interest, if any, and Liquidated Damages, if any, on the Note to be converted for which the Holder is not entitled and pay any transfer or similar tax, if required. A conversion notice (“Conversion Notice”) Holder may convert a portion of a Note 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 delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight couriermade for dividends on, or personal delivery)other distributions with respect to, any Shares except as provided in the Indenture. On conversion of a Note, that portion of accrued Original Issue Discount attributable to the period from the Issue Date through the Conversion Date with respect to the converted Note and (except as provided below) accrued Contingent Interest, if any, and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the LenderLiquidated Damages, if any, with respect to any variable the converted Note shall not be cancelled, extinguished or calculation reflected forfeited, but rather shall be deemed to be paid in full to the Conversion Notice within 24 hours of Holder thereof through the delivery of the Conversion NoticeShares (together with the cash payment, if any, in lieu of fractional Shares) in exchange for the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion Note being converted pursuant to the Lender terms hereof; and the fair market value of such Shares (together with any such cash payment in any name directed by lieu of fractional Shares) shall be treated as delivered pro rata, to the Lender) within three (3) business days of extent thereof, first in exchange for Original Issue Discount and accrued Contingent Interest accrued through the Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programDate, if any, and upon request Liquidated Damages, if any, and the balance, if any, of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 fair market value of the Securities Act of 1933, as amended (the “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 such Shares shall be subject to equitable adjustments treated as delivered in exchange for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 Issue Price of the Note being converted pursuant to the provisions hereof. If the Company is hereby deleted 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 Note into Shares may be changed into a right to convert it into securities, cash or other assets of the Company or another Person. [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of a deposit or withdrawal of an interest in this Note, including an exchange, transfer, repurchase or conversion of this Note in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its entiretyrecords to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.]

Conversion. The Lender Holder of any Security has the right, exercisable at any time prior to 5:00 p.m. New York City time, on or prior to the Tender Notification Date or, in the event of a Convertible Remarketing or a Failed Final Remarketing, from and after the Effective Reset Date through February 1, 2030 (except that Securities called for redemption by the Company will be convertible at any time prior to 5:00 p.m., New York City time, on any Redemption Date, at its election, ) to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Common Stock. On or Prior to the Tender Notification Date, each Security is convertible, at the option of the Holder into 0.4881 shares of common stock Common Stock for each $50 in aggregate principal amount of the Borrower Securities (the “Common Stock”). The equivalent to a conversion price shall be of $0.013 102.4375 per share of Common Stock (Stock). On and after the “Conversion Price”) Reset Date, the Securities may, at all timesthe option of the Company and subject to the results of the Remarketing, become nonconvertible or convertible into a different number of shares of Common Stock. The conversion formula shall be ratio and equivalent conversion price in effect at any time are known as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. A If a Security is called for redemption, the conversion right will terminate at 5:00 p.m. New York City time on the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected substantially in the form attached hereto, (2) surrender the Security to a Conversion Notice within 24 hours of delivery of the Conversion NoticeAgent, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business days on the Regular Record Date for the payment of Conversion Notice delivery. The Borrower represents that it is participating in an installment of interest and prior to the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programopening of business on the next Interest Payment Date, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933then, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Actnotwithstanding such conversion, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion interest payable on such Interest Payment Date will be paid to the Lender through the DTC Direct Registration System (“DRS”)registered Holder of such Security on such Regular Record Date. The Conversion Price shall In such event, such Security, when surrendered for conversion, need not be subject to equitable adjustments for stock splits, stock dividends or rights offerings accompanied by the Borrower relating payment of an amount equal to the Borrower’s securities or interest payable on such Interest Payment Date on the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted in its entirety.portion so

Conversion. The Lender has A Holder of this Security may convert the rightSecurity into shares of Common Stock, so long as the conditions described in Section 1402 of the Indenture are met, at any time after until the Effective Dateclose of business on the Business Day prior to the Stated Maturity; provided, however, that if the Security is called for redemption, the conversion right will terminate at its electionthe close of business on the Business Day immediately preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice or Change in Control Purchase Notice exercising the option of such Holder to convert all or part require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Note Amount into Indenture. The initial Conversion Rate is 4.7872 shares of fully paid and non-assessable Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. If the Company exercises its option pursuant to Section 1701 of the Indenture to have interest in lieu of Original Issue Discount accrue on this Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of common stock Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business of such Interest Payment Date (unless such Securities or portions thereof have been called for redemption on a Redemption Date within such period) must be accompanied by payment from the Holder of an amount equal to the interest thereon that the registered Holder is to receive from the Company on such Interest Payment Date. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. A Holder may convert a portion of this 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 Common Stock except as provided in the Indenture. On conversion of this Security, that portion of accrued Original Issue Discount (and interest if the Security is converted to an interest-bearing debenture) attributable to the period from the Issue Date (or, in the case of interest, if the Company has exercised the option referred to in "Tax Event", the later of (x) the Option Exercise Date and (y) the date on which interest was last paid or duly provided for) 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 Borrower Common Stock (together with the “Common Stock”). The conversion price shall be $0.013 per share 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 (the “Conversion Price”together with any such cash payment in lieu of fractional shares) at all times. The conversion formula shall be treated as follows: Number issued, to the extent thereof, first in exchange for Original Issue Discount (and unpaid interest, if the Company has exercised its option provided for in "Tax Event") accrued through the Conversion Date, 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 Issue Price (or Restated Principal Amount, if the Company has exercised its option provided for in "Tax Event") of the Security being converted pursuant to the provisions hereof. No fractional shares receivable will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion equals notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the dollar conversion amount divided Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents (including any certification that may be required under applicable law) if required 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)Agent, and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender(d) pay any transfer or similar tax, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsif required.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time prior to 5:00 p.m. New York City time, on or prior to the Tender Notification Date or, in the event of a Convertible Remarketing which does not fail, from and after the Effective Reset Date through June 15, 2028 (except that Securities called for redemption by the Company will be convertible at any time prior to 5:00 p.m., New York City time, on any Redemption Date, at its election, ) to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Class A Common Stock. Prior to the Reset Date, each Security is convertible, at the option of the Holder into 1.5179 shares of common stock Class A Common Stock for each $50 in aggregate principal amount of Securities (equivalent to a conversion price of $32.94 per share of Class A Common Stock). On and after the Reset Date, the Securities may, at the option of the Borrower (Company and subject to the “results of the Remarketing, become nonconvertible or convertible into a different number of shares of Class A Common Stock”). The conversion ratio and equivalent conversion price shall be $0.013 per share of Common Stock (in effect at any time are known as the “"Applicable Conversion Price”" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at 5:00 p.m. New York City time on the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) 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 complete and sign 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected substantially in the form attached hereto, (2) surrender the Security to a Conversion Notice within 24 hours of delivery of the Conversion NoticeAgent, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business days on the Regular Record Date for the payment of Conversion Notice deliveryan installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Security is determined by dividing the Lender through principal amount of the DTC Direct Registration System (“DRS”)Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The Conversion Price outstanding principal amount of any Security shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings reduced by the Borrower relating to the Borrower’s securities or the securities of any subsidiary portion of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsprincipal amount thereof converted into shares of Class A Common Stock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to A Holder of a Debenture may convert all or part of the Note Amount such Debenture 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of the Company at any time prior to maturity; provided, however, that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the redemption date for such Debenture (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 Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such Debenture for redemption prior to the Lender close of business on the redemption date for such Debenture, the right of conversion shall terminate upon presentation of the Debenture to the Trustee (unless the Company shall default in any name directed making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed). The initial conversion price is ________* per share, subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a Debenture is determined by dividing the principal amount converted by the Lender) within three (3) business days of conversion price in effect on the Conversion Notice deliveryDate. The Borrower represents that it is participating in Upon conversion any accrued and unpaid interest on the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programshall be paid to the Holder thereof, and upon request at the option of the Lender and provided that Company, either (i) in freely tradeable shares of Common Stock at the Conversion Price or (ii) in cash. No fractional shares to will be issued are eligible for transfer under Rule 144 upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing sale price of the Securities Act of 1933, as amended (the “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 on the last Trading Day prior to the Lender through Conversion Date. To convert a Debenture, a Holder must (a) complete and manually sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to the Conversion Agent, (“DRS”)b) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The Conversion Price If a Holder surrenders a Debenture for conversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date then, notwithstanding such conversion, the interest payable on such interest payment date shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating paid to the Borrower’s securities or Holder of such Debenture on such record date. In such event, the securities Debenture must be accompanied by payment of any subsidiary an amount equal to the interest payable on such interest payment date on the principal amount of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsDebenture or portion thereof then converted. A Holder may convert a portion of a Debenture equal to $1,000 or any integral multiple thereof.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Security may convert the right, Security into shares of Common Stock at any time after until the Effective Dateclose of business on the Business Day prior to the Stated Maturity; provided, however, that if the Security is called for redemption, the conversion right will terminate at its electionthe close of business on the Business Day immediately preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to convert all or part require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Note Amount into Indenture. The initial Conversion Rate is 8.6075 shares of fully Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (and interest if the Security is converted to an interest-bearing debenture) attributable to the period from the Issue Date (or, in the case of interest, if the Company has exercised the option referred to in "Tax Event", the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid and non-assessable shares of common stock in full to the Holder thereof through the delivery of the Borrower Common Stock (together with the “Common Stock”). The conversion price shall be $0.013 per share 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 (the “Conversion Price”together with any such cash payment in lieu of fractional shares) at all times. The conversion formula shall be treated as follows: Number issued, to the extent thereof, first in exchange for Original Issue Discount (and interest, if the Company has exercised its option provided for in "Tax Event") accrued through the Conversion Date, 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 Issue Price of the Security being converted pursuant to the provisions hereof. No fractional shares receivable will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion equals notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the dollar conversion amount divided Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents (including any certification that may be required under applicable law) if required 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)Agent, and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender(d) pay any transfer or similar tax, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsif required.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time after prior to the Effective close of business New York City time, on April 15, 2028 (except that Securities called for redemption by the Company will be convertible at any time prior to the close of business, 110 6 New York City time, on any Redemption Date, at its election, ) to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Common Stock at the initial conversation rate of 1.7058 shares of common stock Common Stock for each $50 in aggregate principal amount of the Borrower Securities (the “Common Stock”). The equivalent to a conversion price shall be of $0.013 295/16 per share of Common Stock (of the “Conversion Price”) at all timesCompany). The conversion formula ratio and equivalent conversion price, after giving effect to all adjustments, are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate the on corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery portion of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the principal amount thereof converted into shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsStock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to and in compliance with the rightprovisions of the Indenture (including, without limitation, the conditions to conversion of this Security set forth in Section 10.01 thereof), a Holder is entitled, at any time after the Effective Date, at its electionsuch Holder's option, to convert all the Holder's Security (or part any portion of the Note Amount principal amount at maturity thereof that is $1,000 or an integral multiple $1,000), into shares of fully paid and non-assessable nonassessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (at the “Conversion Price”) Price in effect at all timesthe time of conversion. The conversion formula Company will notify Holders of any event triggering the right to convert the Securities as specified above in accordance with the Indenture. A Security in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Notice, as the case may be, exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Purchase Notice or Change of Control Purchase Notice, as the case may be, is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 13.0259 shares of Common Stock per $1,000 principal amount at maturity, subject to adjustment in certain events described in the Indenture. The Conversion Rate shall not be adjusted for any accrued and unpaid Contingent Cash Interest or Liquidated Damages. Upon conversion, no payment shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided made 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 the Lender. If no objection is delivered from the Borrower to the Lender, Company with respect to any variable Accrued Original Issue Discount and accrued and unpaid Contingent Cash Interest or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion NoticeLiquidated Damages, the Borrower if any. Instead, such amount shall have been thereafter be deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver paid by the shares of Common Stock from delivered upon conversion of any conversion Security. In addition, no payment or adjustment shall be made in respect of dividends on the Common Stock, except as set forth in the Indenture. To surrender a Security for conversion, a Holder must (1) complete and manually sign the Notice of Conversion attached hereto (or complete and manually sign a facsimile of such notice) and deliver such notice to the Lender Conversion Agent, (in any name directed by 2) surrender the Lender) within three Security to the Conversion Agent, (3) business days furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required. No fractional shares of Conversion Notice deliveryCommon Stock shall be issued upon conversion of any Security. The Borrower represents Instead of any fractional share of Common Stock that it is participating would otherwise be issued upon conversion of such Security, the Company shall pay a cash adjustment as provided in the Depository Trust Indenture. If the Company (“DTC”i) Fast Automated Securities Transfer is a party to a consolidation, merger, statutory share exchange or combination, (“FAST”ii) programreclassifies the Common Stock, or (iii) conveys, transfers or leases its properties and upon request assets substantially as an entirety to any Person, the right to convert a Security into shares of Common Stock may be changed into a right to convert it into securities, cash or other assets of the Lender and provided that Company or such other Person, in each case in accordance with the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Subject to and in compliance with the provisions of the Indenture (including without limitation the conditions of conversion of this Modified Security set forth in Section 16.01 thereof), the Holder hereof has the right, at any time after its option upon not less than 3 days’ notice to the Effective Date, at its electionCompany, to convert all the Principal Amount hereof or part any portion of such principal which is $1,000 or an integral multiple thereof, into, subject to Section 16.02 of the Note Indenture, Common Shares at the initial conversion rate of 250 Common Shares per $1,000 Principal 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 Modified Securities (the “Conversion PriceRate”) at all times(equivalent to a Conversion Price of $4.00), subject to adjustment in certain events described in the Indenture. Upon conversion of a Modified Security, the Company will have the option to deliver Common Shares, cash or a combination of Common Shares and cash for the Modified Securities surrendered, as set forth in the Indenture. No fractional shares will be issued upon any conversion, but an adjustment and payment in cash will be made, as provided in the Indenture, in respect of any fraction of a share which would otherwise be issuable upon the surrender of any Modified Securities for conversion. The Trustee will initially act as Conversion Agent. A Holder may convert fewer than all of such Holder’s Modified Securities so long as the Modified Securities converted are an integral multiple of US$1,000 principal amount. [INCLUDE IF MODIFIED SECURITY IS A GLOBAL SECURITY – In the event of a deposit or withdrawal of an interest in this Modified Security, including an exchange, transfer, repurchase or conversion formula of this Modified 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 but unpaid interest, including Additional Amounts, if any, may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Modified Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate Principal Amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate Principal Amount of the Outstanding Securities, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Modified Security shall be as follows: Number conclusive and binding upon such Holder and upon all future Holders of shares receivable this Modified Security and of any Modified Security issued upon conversion equals the dollar conversion amount divided by the Conversion Priceregistration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Modified Security. 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), As provided in and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower subject to the Lenderprovisions of the Indenture, the Holder of this Modified Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any variable other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate Principal Amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in Principal Amount of Outstanding Securities a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Modified Security for the enforcement of any payment of said principal hereof on or calculation reflected after the respective due dates expressed herein or for the enforcement of any conversion right. No reference herein to the Indenture and no provision of this Modified Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount, Redemption Price or Fundamental Change Purchase Price of, and interest, including Additional Amounts, if any, on, this Modified Security at the times, place and rate, and in the Conversion Notice within 24 hours coin, currency or shares, herein prescribed. Notwithstanding the foregoing, prior to the occurrence of delivery a Fundamental Change, the Company may, with the consent of the Conversion Noticeholders of not less than a majority of the Securities, amend the obligation of the Company to repurchase Securities upon a Fundamental Change. As provided in the Indenture and subject to certain limitations therein set forth, the Borrower transfer of this Modified Security is registrable in the Security Register, upon surrender of this Modified Security for registration of transfer at the office or agency of the Company in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Modified Securities, of authorized denominations and for the same aggregate Principal Amount, will be issued to the designated transferee or transferees. The Modified Securities are issuable only in registered form in denominations of $1,000 and any integral multiple of $1,000 above that amount, as provided in the Indenture and subject to certain limitations therein set forth. Securities are exchangeable for a like aggregate Principal Amount of Modified Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Modified Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Modified Security is registered as the owner hereof for all purposes, whether or not this Modified Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Modified Security shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Modified Security that are defined in the Indenture shall have been thereafter deemed the meanings assigned to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 them in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Subject to and in compliance with the provisions of the Indenture, the Holder of any Security has the right, exercisable at any time after prior to the Effective close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date, at its election), to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $20) into shares of fully paid and non-assessable shares of common stock of Fleetwood Common Stock at the Borrower (the “Common Stock”). The initial conversion price shall be of $0.013 [___] per share of Fleetwood Common Stock Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the “form attached hereto, (2) surrender the Security to a Conversion Price”Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at all timesthe close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion formula of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery portion of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the principal amount thereof converted into shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsStock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Security may convert the right, principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time after prior to the Effective close of business on the Business Day immediately prior to the Final Maturity Date, at its electionthe Conversion Price then in effect; provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to convert all or part Article 3 of the Note Amount into shares Indenture, such conversion right shall terminate at the close of fully paid business on the Redemption Date or at the close of business on the Business Day immediately prior to the Change of Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the redemption payment or Change of Control Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and non-assessable shares of common stock of such Security is redeemed or purchased, as the Borrower (the “Common Stock”case may be). The conversion price shall be initial Conversion Price is $0.013 23.00 per share of Common Stock (share, subject to adjustment under certain circumstances as provided in the “Conversion Price”) at all timesIndenture. The conversion formula shall be as follows: Number 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the Conversion Price in effect on the Conversion Date, as adjusted pursuant to the Lender through Indenture. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the DTC Direct Registration System Sale Price (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by as defined in the Borrower relating Indenture) of the Common Stock on the Trading Day immediately prior to the Borrower’s securities or Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the securities of any subsidiary conversion notice on the back of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 Security or facsimile of the Note conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any funds related to interest, if required to be paid by such Holder under Section 4.2 of the Indenture and pay any transfer or similar tax, if required to be paid by such Holder under Section 4.4 of the Indenture. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder had delivered a Change of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Change of Control Purchase Notice is hereby deleted withdrawn in its entiretyaccordance with the terms of the Indenture.

Conversion. The Lender has Upon satisfaction of the rightconditions set forth in Section 4.1 of the Indenture, at any time after on or prior to 5:00 p.m., New York City time on the Effective DateBusiness Day immediately preceding May 1, at its election2022, to a Holder of a Note may convert all or part of the such 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 emailcash and, facsimileif applicable, 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 Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any of the Company in accordance with the provisions of Section 4.15 of the Indenture; PROVIDED, HOWEVER, that if such Note is called for redemption, the conversion to right will terminate at 5:00 p.m., New York City time on the Lender day that is two Business Days before the redemption date of such Note (unless the Company shall default in any name directed by making the Lender) within three (3) business days of Conversion Notice deliveryredemption payment when due, in which case the conversion right shall terminate at 5:00 p.m., New York City time on the date such default is cured and such Note is redeemed). The Borrower represents that it initial conversion price is participating $32.26 per share, subject to adjustment under certain circumstances as described in the Depository Trust Company Indenture (“DTC”) Fast Automated Securities Transfer (“FAST”) programthe "Conversion Price"). Upon conversion, and upon request of the Lender and provided that the no adjustment for interest or dividends will be made. No fractional shares to will be issued are eligible for transfer under Rule 144 upon conversion; in lieu thereof, an amount will be paid in cash based upon the current market price (as defined in the Indenture) of the Securities Act of 1933, as amended (the “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 on the last trading day prior to the Lender through date of conversion. To convert a Note, a Holder must (a) complete and sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to the Conversion Agent, (“DRS”). The b) surrender the Note to the Conversion Price shall be subject to equitable adjustments for stock splitsAgent, stock dividends or rights offerings (c) furnish appropriate endorsements and transfer documents if required by the Borrower relating 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 Borrower’s securities or Depositary appropriate instructions pursuant to the securities Depositary's book-entry conversion programs. If a Holder surrenders a Note for conversion between the Record Date for the payment of any subsidiary an installment of interest and the Borrowernext Interest Payment Date, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 the Note must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of the Note or portion thereof then converted; PROVIDED, HOWEVER, that no such payment shall be required if such Note has been called for redemption on a redemption date within the period between and including such Record Date and such Interest Payment Date, or if such Note is hereby deleted surrendered for conversion on the Interest Payment Date. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in its entiretyrespect of which a Holder has delivered a Purchase Notice or a Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Note as provided in Section 3.9(b) or Section 3.10, respectively, of the Indenture may be converted only if such notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. The Lender holder of any Security has the right, exercisable at any time after one year following the Effective Date, at its electionIssuance Date and prior to the close of business on the Business Day immediately preceding the final maturity date of the Security, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of $1.00) into Ordinary Shares at the Note Amount into shares initial Conversion Price of fully paid $0.87 per share, subject to adjustment under certain circumstances as provided in the Indenture. Beneficial owners of interests in Global Securities may exercise their right of conversion by delivering to the Depositary the appropriate instructions for conversion pursuant to the Depositary's procedures. To convert a certificated Security, the holder must (1) complete and non-assessable shares sign a notice of common stock of election to convert substantially in the Borrower form set forth below (or complete and manually sign a facsimile thereof) and deliver such notice to a Conversion Agent, (2) surrender the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock Security to a Conversion Agent, (the “Conversion Price”3) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided furnish appropriate endorsements or transfer documents if required by the Conversion PriceAgent and (4) pay any transfer or similar tax, if required by the Conversion Agent. Upon conversion, no payment or adjustment will be made for accrued and unpaid interest on a converted Security or for dividends or distributions on Ordinary Shares issued upon conversion of a Security, except that, if any Noteholder surrenders a Security for conversion after the close of business on any record date on or after January 1, 2005 for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, notwithstanding such conversion, accrued and unpaid interest payable on such Security on such interest payment date shall be paid on such interest payment date to the person who was the holder of such Security at the close of business on such record date. In the case of any Security surrendered for conversion after the close of business on a record date on or after January 1, 2005 for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, unless such Security is to be repurchased on a Change of Control Payment Date after such record date and prior to such interest payment date, such Security, when surrendered for conversion, must be accompanied by payment in an amount equal to the interest payable on such interest payment date on the principal amount of such Security so converted. Holders of Ordinary Shares issued upon conversion will not be entitled to receive any dividends payable to holders of Ordinary Shares as of any record time before the close of business on the Conversion Date. The number of Ordinary Shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but the Company will issue an additional Ordinary Share in lieu of issuing the fractional share. A conversion notice (“Conversion Notice”) Security in respect of which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Security may be delivered to Borrower by method converted only if the notice of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), exercise is withdrawn as provided above and all conversions shall be cashless and not require further payment from in accordance with the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery terms of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice Indenture. The above description of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933is qualified by reference to, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Actand is subject in its entirety to, the Borrower shall cause its transfer agent to electronically issue more complete description thereof contained in 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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the right, at any time after the Effective Date, at its election, to convert all or part provisions of Article X of the Note Amount Indenture, a Holder of a Security may convert such Security 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of the Company if any of the conditions specified in paragraphs (a) through (e) of Section 10.01 of the Indenture is satisfied; provided, however, that if such Security is called for redemption, the conversion right will terminate at the close of business on the second Business Day before the Redemption Date of such 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). The initial conversion price is $39.24 per share, subject to adjustment under certain circumstances as described in the Indenture (the "Conversion Price"). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount converted by the Conversion Price in effect on the Conversion Date. In the event of a conversion of a Security in a Principal Value Conversion, the Company has the option to deliver cash and/or Common Stock 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 request Holder of the Lender and Security surrendered for such conversion as provided that the shares to be issued are eligible for transfer under Rule 144 in Section 10.02 of the Securities Act of 1933Indenture. Upon conversion, as amended no adjustment for interest, if any (the “Securities 2 Act”including contingent interest, if any), or are effectively registered under 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 Securities Act, current market price (as defined in the Borrower shall cause its transfer agent to electronically issue Indenture) of the Common Stock issuable upon conversion on the last Trading Day prior to the Lender through date of conversion. To convert a Security, a Holder must (a) complete and sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to the Conversion Agent, (“DRS”)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 similar 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 Depositary's book-entry conversion programs. The Conversion Price If a Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, the Security 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 Security or portion thereof then converted; provided, however, that no such payment shall be subject required if such Security 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 Security is surrendered for conversion on the interest payment date. A Holder may convert a portion of a Security equal to equitable adjustments for stock splits$1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Purchase Notice or a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary respectively, of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions Indenture may be converted only if such notice of exercise is withdrawn as provided above and similar events.” Section 4 in accordance with the terms of the Note is hereby deleted in its entiretyIndenture.

Conversion. The Lender has Security is called for redemption, the rightconversion right will terminate at the close of business on the second business day immediately preceding the redemption date for such Security (the "Conversion Termination Date") (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at any time after the Effective close of business on the date such default is cured and such Security is redeemed); provided, further, that if -------- ------- the Holder of a Security presents such Security for redemption prior to the close of business on the Conversion Termination Date, at its election, to convert all or part the right of conversion shall terminate upon presentation of the Note Amount into shares Security to the Trustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of fully paid business on the date such default is cured and non-assessable shares of common stock of the Borrower (the “Common Stock”such Security is redeemed). The initial Conversion Price is [insert conversion price shall be $0.013 of 9 1/4% Preferred Stock on the date of exchange] per share of Common Stock (the “Conversion Price”) at all timesshare, subject to adjustment under certain circumstances. The conversion formula shall be as follows: Number number of shares receivable issuable upon conversion equals of a Security is determined by dividing the dollar conversion principal amount divided converted 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected Price in effect on the Conversion Notice within 24 hours of delivery of the Conversion NoticeDate. No payment or adjustment will be made for accrued interest or Liquidated Damages, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the if any, on a converted Security or for dividends or distributions on shares of Common Stock from any issued upon conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice deliverySecurity. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the No fractional shares to will be issued are eligible for transfer under Rule 144 upon conversion; in lieu thereof, an amount will be paid in cash based upon the Closing Price of the Securities Act of 1933, as amended (the “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 on the Trading Day immediately prior to the Lender through Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to the Conversion Agent, (“DRS”)b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and (d) pay a transfer or similar tax, if required. The Conversion Price A holder of a Security at the close of business on an interest payment record date shall be subject entitled to equitable adjustments for stock splitsreceive the interest and Liquidated Damages, stock dividends or rights offerings by if any, payable on the Borrower relating corresponding interest payment date notwithstanding the conversion thereof following the close of business on such interest payment record date and prior to the Borrower’s securities close of business on such interest payment date. However, if a Holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date then, notwithstanding such conversion, the interest and Liquidated Damages, if any, payable on such interest payment date shall be paid to the Holder of such Security on such record date. In such event, the Security (except Securities called for redemption on a redemption date or with a Conversion Termination Date during such period) must be accompanied by payment of an amount equal to the securities of any subsidiary interest and Liquidated Damages, if any, payable on such interest payment date on the principal amount of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsSecurity or portion thereof then converted. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to convert all or part Upon satisfaction of the Note Amount conditions set forth in Section 10.01(a) of the Indenture, a Holder of a Security may convert any portion of the principal amount of any Security that is an integral multiple of $1,000 into shares of cash and fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/10000th of common stock a share) of Common Stock in accordance with the provisions of Section 10.14 of the Borrower Indenture; provided that if 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 “Common Stock”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 date of maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. The conversion price shall Conversion Price shall, as of the date of the Indenture, initially be $0.013 24.03 per share of Common Stock (the “Conversion Price”) at all timesStock. The conversion formula shall be Conversion Rate shall, 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request date of the Lender and provided that the shares to Indenture, initially be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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”)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 (as 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 subject deemed to equitable adjustments for stock splitssatisfy the Company’s obligation to pay the principal amount of a converted Security and accrued but unpaid interest (including Liquidated Damages, stock dividends 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 rights offerings 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 Borrower relating 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 Borrower’s securities or Depositary appropriate instructions pursuant to the securities Applicable Procedures. If a Holder surrenders a Security for conversion between the close of any subsidiary business on the record date for the payment of an installment of interest and the opening of business on the related interest payment date, the Security must be accompanied by payment of an amount equal to the interest (including Liquidated Damages, if any) payable on such interest payment date on the principal amount of the BorrowerSecurity or portion thereof then converted; provided that no such payment shall be required if such Security has been called for redemption on a Redemption Date within the period between close of business on such record date and the opening of business on such interest payment date, combinationsor if such Security is surrendered for conversion on the interest payment date. A Holder may convert a portion of 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 option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, recapitalizationrespectively, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note Indenture may be converted only if such notice of exercise is hereby deleted withdrawn in its entiretyaccordance with the terms of the Indenture.

Conversion. The Lender Subject to and upon compliance with the provisions of the Indenture, the Holder hereof has the right, at any time after its option, to convert each $1,000 principal amount of this Note at the Effective Datetimes specified in the Indenture, based on an initial Conversion Rate of [initial conversion rate] shares of Class A Common Stock per $1,000 principal amount of Notes, as the same may be adjusted pursuant to the terms of the Indenture. As specified in the Indenture, upon conversion, the Company settle such conversion, at its election, pursuant to Physical Settlement, Cash Settlement or Combination Settlement. If and only to the extent Holders elect to convert all the Notes in connection with a Non-Stock Change of Control, the Company will increase the Conversion Rate applicable to such converting Notes in accordance with the Indenture. If this Note (or part of portion hereof) is surrendered for conversion after 5:00 p.m., New York City time, on the Note Amount into shares of fully paid and non-assessable shares of common stock of Regular Record Date for an Interest Payment Date but prior to the Borrower (the “Common Stock”). The conversion price applicable Interest Payment Date, it 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 accompanied 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 emailpayment, facsimile, mail, overnight courier, in immediately available funds 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 other funds acceptable to the LenderCompany, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made (i) with respect to conversions after 5:00 p.m., New York City time, on the Regular Record Date immediately preceding the Maturity Date; (ii) if the Company has specified a Fundamental Change Repurchase Date that is after such Regular Record Date and on or prior to such Interest Payment Date; and (iii) with respect to any variable or calculation reflected in overdue interest, if overdue interest exists at the time of conversion with respect to such Notes. Accrued and unpaid interest, if any, to the Conversion Notice within 24 hours of delivery Date is deemed to be paid in full upon receipt of the Conversion NoticeSettlement Consideration rather than cancelled, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection theretoextinguished or forfeited. The Borrower shall deliver the No fractional shares of Common Stock from will be issued upon any conversion to the Lender (of Notes, but an adjustment and payment in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating cash will be made, as provided in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programIndenture, and in respect of any fraction of a share which would otherwise be issuable upon request the surrender of any Note or Notes for conversion. A Note in respect of which a Holder is exercising its right to require repurchase may be converted only if such Holder validly withdraws its election to exercise such right to require repurchase in accordance with the terms of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Note may convert it into Class A Common Stock of the Company at any time after before the Effective close of business on February 23, 2021. If the Note is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date. A Note in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Repurchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 11.8135 shares of Class A Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Class A Common Stock. In the event the Company exercises its option pursuant to the Indenture to have interest in lieu of Original Issue Discount and cash interest accrue on the Note following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Class A Common Stock 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 to be redeemed on a date within such period or on the next Interest Payment Date) must be accompanied by payment of an amount 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. To convert a Note, 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 Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee, if required and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of a Note 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, the Class A Common Stock except as provided in the Indenture. On conversion of a Note, that portion of accrued Original Issue Discount attributable to the period from the Issue Date through the Conversion Date and (except as provided below) that portion of accrued cash interest attributable to the period from the last Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the Conversion Date (or, if the Company has exercised the option provided for in paragraph 10 hereof, that portion of accrued interest attributable to the period from the later of (x) the date of such exercise and (y) the first Interest Payment Date following the date of such exercise through the Conversion Date) with respect to the converted Note 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 Class A Common Stock (together with the cash payment, if any, in lieu of fractional shares) and/or cash, if any, in exchange for the Note being converted pursuant to the terms hereof; and such cash, if any, and the fair market value of such shares of Class A 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 Original Issue Discount and cash interest (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued through the Conversion Date, at its electionand the balance, to convert all or part if any, of such cash and/or the fair market value of such Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Note Amount into shares of fully paid and non-assessable shares of common stock of being converted pursuant to the Borrower (provisions hereof. Notwithstanding the “Common Stock”). The conversion price shall foregoing, accrued but unpaid interest will 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 payable 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, Notes made concurrently with 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 Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours after acceleration of delivery Notes following an Event of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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”)Default. The Conversion Price shall Rate will be subject to equitable adjustments adjusted for stock splits, stock dividends or distributions on Class A Common Stock payable in Class A Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Class A Common Stock; distributions to all holders of Class A Common Stock of certain rights offerings by to purchase Class A Common Stock for a period expiring within 60 days at a price per share less than the Borrower relating Sale Price at the Time of Determination; and distributions to the Borrower’s securities such holders of assets or the debt securities of any subsidiary the Company or certain rights to purchase securities of the BorrowerCompany (excluding certain cash dividends or distributions). However, combinationsno adjustment need be made if Noteholders may participate in the 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, recapitalizationmerger or binding share exchange or a transfer of all or substantially all of its assets, reclassificationsor upon certain distributions described in the Indenture, extraordinary distributions and similar events.” Section 4 the right to convert a Note into Class A Common Stock may be changed into a right to convert it into securities, cash or other assets of the Note is hereby deleted in its entiretyCompany or another person.

Conversion. The Lender Holder of any Security has the right, exercisable at any time after the Effective Dateprior to 5:00 p.m., at its electionNew York City time, on November 15, 2030, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Class B Common Stock at the initial conversation price of $60 per share of Class B Common Stock for each $50 in aggregate principal amount of Securities (equivalent to an initial conversion rate of approximately 0.8333 shares of common stock Class B Common Stock for each $50 in aggregate principal amount of the Borrower (the “Common Stock”Securities). The conversion price shall be $0.013 per share of Common Stock (and equivalent conversion ratio in effect at any time are known as the “"Applicable Conversion Price”" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) 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 complete and sign 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected substantially in the form attached hereto, (2) surrender the Security to a Conversion Notice within 24 hours of delivery of the Conversion NoticeAgent, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business days on the Regular Record Date for the payment of Conversion Notice deliveryan installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Security is determined by dividing the Lender through principal amount of the DTC Direct Registration System (“DRS”)Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The Conversion Price outstanding principal amount of any Security shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings reduced by the Borrower relating to the Borrower’s securities or the securities of any subsidiary portion of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsprincipal amount thereof converted into shares of Class B Common Stock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. Subject to the terms of the Indenture, the Holder of a Security may convert the Security into shares of Common Stock at the Conversion Rate under the circumstances set forth in Sections 11.2, 11.3, 11.4 and 11.5 of the Indenture. A Security in respect of which a Holder has delivered a Purchase Notice or a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Lender has Conversion Rate for the right, at Securities on any time after Conversion Date shall be determined as set forth in the Effective Date, at its election, Indenture. The Company shall deliver cash or a check in lieu of any fractional share of Common Stock. A Holder's right to convert the Securities into Common Stock of the Company is also subject to the Company's right to elect to pay such Holder the amount of cash set forth in the next succeeding sentence in lieu of delivering all or part of such Common Stock; provided, however, that if such payment of cash is not permitted pursuant to the Note Amount into shares of fully paid and non-assessable shares of common stock provisions of the Borrower (Indenture, the “Common Stock”). The conversion price Company shall be $0.013 per share of deliver Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with the “Conversion Price”) at all times. The conversion formula shall Indenture, whether or not the Company has delivered a notice pursuant to the Indenture to the effect that the Securities will 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 the Lenderpaid in cash. If no objection is delivered from the Borrower Company shall elect to the Lender, with respect to any variable or calculation reflected make such payment in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion or a combination of cash and Common Stock, the Company shall deliver to the Lender (in any name directed by Holder through the Lender) within three (3) business days Conversion Agent, no later than the third Business Day following the date on which the Applicable Stock Price is determined, a certificate for the number 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 request whole shares of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 the conversion and, if applicable, cash in lieu of such Common Stock and cash in lieu of any fractional shares. If, however, the Company shall elect to make all or a portion of such payment solely in cash, the Company shall deliver to the Lender Holder surrendering a Security the amount of cash per Security (or a portion of a Security) equal to the Applicable Stock Price multiplied by the Conversion Rate in effect with respect to such Conversion Date no later than the tenth Business Day following such Conversion Date. The Company may not pay cash in lieu of delivering all or part of such shares of Common Stock upon the conversion of any Security pursuant to the terms of the Indenture (other than cash in lieu of fractional shares) if there has occurred (prior to, on or after, as the case may A-11 be, the Conversion Date or the date on which the Company delivers its notice specifying whether each Conversion shall be converted into shares of Common Stock or cash) and is continuing an Event of Default (other than a default in such payment on such Securities). A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment shall be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued and unpaid interest (including Contingent Interest, if any) on the converted Security attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the DTC Direct Registration System Conversion Date and Tax Original Issue Discount accrued 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 delivery of the Common Stock (“DRS”together with the cash payment, if any, in lieu of fractional shares), or cash in lieu thereof, in exchange for the Security being converted pursuant to the provisions hereof. Securities or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except for Securities called for redemption on a Redemption Date that occurs during the period between a Regular Record Date and the Interest Payment Date to which such Regular Record Date relates) be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date on the Principal Amount of Securities or portions thereof being surrendered for conversion. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Applicable Stock Price. The Company agrees, and each Holder and any beneficial owner of a Security by its purchase thereof shall be deemed to agree, to treat, for United States federal income tax purposes, the fair market value of the Common Stock received upon the conversion of a Security (together with any cash payment in lieu of fractional shares) or cash, or a combination of cash and Common Stock as a contingent payment on the Security for purposes of Treasury Regulation Section 1.1275-4(b). To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents (including any certification that may be required under applicable law) if required by the Conversion Agent, and (d) pay any transfer or similar tax, if required. The Conversion Price shall Rate will be subject to equitable adjustments adjusted under the Indenture for stock splits, stock 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 offerings by to purchase Common Stock for a period expiring within 60 days at less than the Borrower relating Sale Price at the Time of Determination; and distributions to the Borrower’s securities such holders of assets or the debt securities of any subsidiary the Company or certain rights to purchase securities of the BorrowerCompany (excluding A-12 certain cash dividends or distributions), combinationsall as more fully provided in the Indenture. However, recapitalization, reclassifications, extraordinary distributions and similar eventsno adjustment need be made if Holders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Security may convert it into Class A Common Stock of the Company at any time after before the Effective close of business on August 16, 2020. If the Security is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date, at its election, . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to convert all or part require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Note Amount into Indenture. The initial Conversion Rate is 29.5623 shares of fully paid and non-assessable Class A Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Class A Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of common stock Class A Common Stock such Holder would have received if the Company had not exercised such option. In any event, whether or not the Company 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 of such Interest Payment Date (except Securities to be redeemed on a date within such period or on the next Interest Payment Date) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to 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, (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 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 Class A Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) and (except as provided below) accrued cash interest attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) or the date on which interest was last paid 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 Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Class A Common Stock (together with the “Conversion Price”cash payment, if any, in lieu of fractional shares) at all times. The conversion formula in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as follows: Number issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) and cash interest accrued through the Conversion Date, and the balance, if any, of shares receivable such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid interest will be payable 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, Securities made concurrently with 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 Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours after acceleration of delivery Securities following an Event of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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”)Default. The Conversion Price shall Rate will be subject to equitable adjustments adjusted for stock splits, stock dividends or distributions on Class A Common Stock payable in Class A Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Class A Common Stock; distributions to all holders of Class A Common Stock of certain rights offerings by to purchase Class A Common Stock for a period expiring within 45 days at less than the Borrower relating Market Price at the Time of Determination; and distributions to the Borrower’s securities such holders of assets or the debt securities of any subsidiary the Company or certain rights to purchase securities of the BorrowerCompany (excluding certain cash dividends or distributions). However, combinationsno adjustment need be made if Securityholders may participate in the 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, recapitalizationmerger or binding share exchange or a transfer of all or substantially all of its assets, reclassificationsor upon certain distributions described in the Indenture, extraordinary distributions and similar events.” Section 4 the right to convert a Security into Class A Common Stock may be changed into a right to convert it into securities, cash or other assets of the Note is hereby deleted in its entiretyCompany or another person.

Conversion. The Lender has Subject to and in compliance with the provisions of the Indenture (including, without limitation, the conditions to conversion of this Senior Note set forth in Section 5.01 of the Supplemental Indenture), a Holder is entitled, at such Holder's option, to convert the Holder's Senior Note (or any portion of the principal amount thereof that is $1,000 or an integral multiple $1,000), into fully paid and nonassessable shares of Common Stock at the Conversion Price in effect at the time of conversion. Upon conversion, in lieu of Common Stock, the Company will have the right, at subject to certain rights of retraction by the Holder set forth in the Indenture, to deliver cash or a combination of cash and shares of Common Stock. At any time prior to Stated Maturity, the Company may irrevocable elect in its sole discretion to satisfy up to 100% of the principal amount of the Senior Note surrendered after the Effective Datedate of such election (plus accrued and unpaid Interest) in cash, at its election, with any remaining amount to be satisfied in shares of Common Stock. Upon determination that Holders are or will be entitled to convert all the Senior Notes, the Company shall disseminate a press release through Dow Jones & Company, Inc. or part Bloomberg Business News and publish such infoxxxxxon on the Company's Web site as soon as practicable. A Senior Note in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, exercising the option of such Holder to require the Company to purchase such Senior Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, is withdrawn in accordance with the terms of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”)Indenture. The conversion price shall be $0.013 per share initial Conversion Rate is 17.8750 shares of Common Stock (per $1,000 principal amount of Senior Notes, subject to adjustment upon certain events described in the “Conversion Price”) at all timesIndenture. The conversion formula Conversion Rate shall not be adjusted for any accrued and unpaid Interest. Upon conversion, no payment shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided made 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 the Lender. If no objection is delivered from the Borrower to the Lender, Company with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Noticeaccrued and unpaid Interest, the Borrower if any. Instead, such amount shall have been thereafter be deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver paid by the shares of Common Stock from any conversion or the cash amount as determined pursuant to the Lender Indenture, or any combination thereof, delivered upon conversion of any Senior Note. In addition, no payment or adjustment shall be made in respect of dividends on the Common Stock, except as set forth in the Indenture. To surrender a Senior Note for conversion, a Holder must (in any name directed by 1) complete and manually sign the LenderNotice of Conversion attached hereto (or complete and manually sign a facsimile of such notice) within three and deliver such notice to the Conversion Agent, (2) surrender the Senior Note to the Conversion Agent, (3) business days furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent, (4) pay any transfer or similar tax, if required and (5) if required pay funds equal to the Interest payable on the next Interest Payment Date. No fractional shares of Conversion Notice deliveryCommon Stock shall be issued upon conversion of any Senior Note. The Borrower represents Instead of any fractional share of Common Stock that it is participating would otherwise be issued upon conversion of such Senior Note, the Company shall pay a cash adjustment as provided in the Depository Trust Indenture. If the Company (“DTC”i) Fast Automated Securities Transfer is a party to a consolidation, merger or binding share exchange, (“FAST”ii) programreclassifies the Common Stock, and upon request or (iii) transfers all or substantially all of its assets to any Person, the right to convert a Senior Note into shares of Common Stock may be changed into a right to convert it into the securities, cash or other assets of the Lender and provided that Company or such other Person, in each case in accordance with the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted in its entirety.”

Conversion. The Lender Holder of any Note has the right, exerciseable at any time after 90 days following the Effective Date, at its electionIssuance Date and prior to the close of business (New York time) on the date of the Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $1,000) 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $43.29 per share, subject to adjustment under certain circumstances as set forth in the Indenture, except that if a Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a Note, a Holder must (1) complete and sign a conversion notice substantially in the form set forth below, (2) surrender the Note to the Lender (in any name directed by the Lender) within three a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Note for conversion after the close of business days on the record date for the payment of Conversion Notice deliveryan installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date will be paid to the registered Holder of such Note on such record date; provided, however, that such Note, when surrendered for conversion, must be accompanied by payment to the Company of an amount equal to the interest payable on such interest payment date on the portion so converted; provided further, however, that such payment to the Company described in the immediately preceding proviso shall not be required in connection with any conversion of a Note that occurs on or after the date that the Company has issued a notice of redemption pursuant to Section 3.03 of the Indenture and prior to the date of redemption. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Note is determined by dividing 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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 principal amount of the Note converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. A Note in respect of which a Holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such Holder to require the Company to purchase such Note may be converted only if the notice of exercise is hereby deleted withdrawn as provided above and in accordance with the terms of the Indenture. The above description of conversion of the Notes is qualified by reference to, and is subject in its entiretyentirety by, the more complete description thereof contained in the Indenture.

Conversion. The Lender has Subject to the rightterms and conditions of the Indenture, at any time or times after the Effective Issue Date, at its election, to a Holder of a Security may convert all the Principal Amount of such Security (or part of the Note Amount any portion thereof) into shares of fully paid and non-assessable shares of the Company’s 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. The Conversion Price in effect at any given time is subject to adjustment. A conversion notice (“Conversion Notice”) Holder may be delivered to Borrower by method convert fewer than all of Lendersuch Hxxxxx’s choice (including but not limited to email, facsimile, mail, overnight courier, Securities so long as the Securities converted are an integral multiple of $1,000 Principal Amount. Holders converting any Securities or personal delivery), and all conversions portions thereof shall be cashless entitled to receive any accrued and not require further payment from unpaid interest on the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery Principal Amount being converted as of the Conversion NoticeDate to the extent provided for in the Indenture. If the Conversion Date occurs between the close of business on the Record Date and the opening of business on the immediately following Interest Payment Date, the Borrower Company shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion pay to the Lender applicable Holder in cash, on such Interest Payment Date, an amount equal to the accrued and unpaid interest through the Conversion Date on the Principal Amount of Securities such Holder is converting; provided, however, if the Company pays such Holder on such Interest Payment Date an amount equal to the interest otherwise payable to such Holder as if such Holder had not converted any Security or portion thereof prior to such Interest Payment Date, such Holder shall promptly pay to the Company an amount equal to the difference between (1) such interest payment received and (2) the amount of accrued and unpaid interest through the Conversion Date for the Principal Amount converted by such Holder. [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in any name directed by this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Lender) within three (3) business days Trustee, as custodian of Conversion Notice delivery. The Borrower represents that it is participating 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.] [INCLUDE IF SECURITY IS A RESTRICTED SECURITY — Subject to certain limitations in the Depository Trust Indenture, at any time when the Company (“DTC”is not subject to Section 13 or 15(d) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the United States Securities Exchange Act of 19331934, as amended (the “Securities 2 Exchange Act”), upon the request of a Holder or are effectively registered any beneficial owner of a Restricted Security or holder or beneficial owner of shares of Common Stock issued upon conversion thereof, the Company will promptly furnish or cause to be furnished Rule 144A Information (as defined below) and any reports required to be filed by them under the Exchange Act or Securities ActAct (as defined below) to such Holder or any beneficial owner of Restricted Securities, the Borrower shall cause its transfer agent to electronically issue the or holder or beneficial owner of shares of Common Stock issuable issued upon conversion thereof, or 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 a prospective purchaser of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted in its entirety.such

Conversion. The Lender Holder of any Convertible Debenture has the right, exercisable at any time after on or before 5:00 p.m. (New York City time) on the Effective DateBusiness Day immediately preceding the date of repayment of such Convertible Debentures, whether at its electionmaturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of $25) into fully paid and nonassessable shares of Company Common Stock of the Note Amount Company at an initial conversion rate of 0.4545 shares of Company Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $55.00 per share of Company Common Stock), subject to adjustment under certain circumstances as set forth in Section 1303. The number of shares issuable upon conversion of a Convertible Debenture is determined by dividing the principal amount of the Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Company Common Stock”). The To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion price shall be $0.013 per share of Common Stock notice substantially in the form attached hereto, (ii) surrender the “Convertible Debenture to a Conversion Price”Agent, (iii) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion PriceAgent and (iv) pay any transfer or similar tax, if required. A If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion notice (“Conversion Notice”) may thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery)payable, and all conversions the Company shall not make nor be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower required to the Lendermake any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any variable Convertible Debenture called for redemption is converted, any money deposited with the Trustee or calculation reflected with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the Conversion Notice within 24 hours last paragraph of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed Section 307 and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion this paragraph) be paid to the Lender (in any name directed Company upon Company Request or, if then held 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”) programCompany, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsdischarged from such trust.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightterms and conditions of the Indenture, a Holder may convert each of its Securities into shares of Common Stock at an initial conversion rate of [*] shares per $1,000 Principal Amount of Securities (the “Conversion Rate”), at any time after prior to the Effective close of business on [*]. 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 any, will be deemed paid in full rather than canceled, extinguished or forfeited; provided, that if this Security shall be surrendered for 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 next preceding the 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 on the Principal Amount being converted; provided, however, that no such payment shall be required if there shall exist at its electionthe time of conversion a default in the payment of interest on the Securities. In addition, to the extent the Holder elects to convert all or part of the Note Amount this Security 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion in connection with a transaction that constitutes a Fundamental Change that occurs on or prior 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”) programJanuary 15, and upon request 2011, pursuant to which 10% or more of the Lender and provided that the shares to be issued are eligible consideration for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 (other than cash payments for fractional shares) in such Fundamental Change transaction consists of cash or securities (or other property) that are not traded or scheduled 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 traded immediately following such transaction on a United States national securities exchange or the securities of Nasdaq Global Market, the Company will increase the Conversion Rate for any subsidiary Securities surrendered for conversion as set forth in Section 12.08 of the BorrowerIndenture. [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in this Security, combinationsincluding an exchange, recapitalizationtransfer, reclassificationsrepurchase or conversion of this Security in part only, extraordinary distributions and similar events.” Section 4 the Trustee, as custodian of the Note is hereby deleted Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in its entiretyaccordance 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 may be declared due and payable in the manner and with the effect provided in the Indenture.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Security may convert it into Class B Common Stock of the Company at any time after before the Effective close of business on June 23, 2020. If the Security is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date, at its election, . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to convert all or part require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Note Amount into Indenture. The initial Conversion Rate is 5.6024 shares of fully paid and non-assessable Class B Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Class B Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of common stock Class B Common Stock such Holder would have received if the Company had not exercised such option. If the Company 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 of such Interest Payment Date (except Securities to be redeemed on a date within such period or on the next Interest Payment Date) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to 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, (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 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 Class B Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) and (except as provided below) accrued cash interest attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) or the date on which interest was last paid 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 Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Class B Common Stock (together with the “Conversion Price”cash payment, if any, in lieu of fractional shares) at all times. The conversion formula in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Class B Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as follows: Number issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) and cash interest accrued through the Conversion Date, and the balance, if any, of shares receivable such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid interest will be payable 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, Securities made concurrently with 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 Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours after acceleration of delivery Securities following an Event of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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”)Default. The Conversion Price shall Rate will be subject to equitable adjustments adjusted for stock splits, stock dividends or distributions on Class B Common Stock payable in Class B Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Class B Common Stock; distributions to all holders of Class B Common Stock of certain rights offerings by to purchase Class B Common Stock for a period expiring within 45 days at less than the Borrower relating Market Price at the Time of Determination; and distributions to the Borrower’s securities such holders of assets or the debt securities of any subsidiary the Company or certain rights to purchase securities of the BorrowerCompany (excluding certain cash dividends or distributions). However, combinationsno adjustment need be made if Securityholders may participate in the 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, recapitalizationmerger or binding share exchange or a transfer of all or substantially all of its assets, reclassificationsor upon certain distributions described in the Indenture, extraordinary distributions and similar events.” Section 4 the right to convert a Security into Class B Common Stock may be changed into a right to convert it into securities, cash or other assets of the Note is hereby deleted in its entiretyCompany or another person.

Conversion. The Lender has Subject to and upon compliance with the rightprovisions of this Indenture, a Holder of a Note may, at such Holder’s option, convert such Note at any time after on or prior to the Effective DateClose of Business on the Business Day immediately preceding May 8, at its election, to convert all or part of the Note Amount 2019 into shares of fully paid and non-assessable shares of common stock Common Stock of the Borrower Company at the Conversion Rate in effect at the time of the conversion. Subject to and upon compliance with the provisions of this Indenture, after receiving a notice of redemption specified in Section 3.07 of the Indenture, a Holder of a Note may, at such Holder’s option, convert such Note at any time on or prior to the Close of Business on the Business Day immediately preceding the Redemption Date specified in such notice into fully paid and non-assessable shares of Junior Convertible Preferred Stock with a liquidation preference equal to the principal amount of such Note. To convert a Note represented by a Global Note, a Noteholder must convert by book-entry transfer to the Conversion Agent through the facilities of the DTC. To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is attached hereto, and deliver such Conversion Notice to the “Common Stock”)Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required by the Conversion Agent, furnish appropriate endorsement and transfer documents, and (4) if required, pay all transfer or similar taxes. The conversion price shall be $0.013 per Company will not issue a fractional share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals of a Note but, instead, will deliver Cash in lieu of a fractional share as described in the dollar Indenture. Upon conversion amount divided by of Note, a Holder will not receive, except as provided below or in the Conversion PriceIndenture, any separate Cash payment representing accrued interest. A Holders of Notes surrendered for conversion notice (“Conversion Notice”) may be delivered during the period from the Close of Business on any Regular Record Date next preceding any Interest Payment Date to Borrower by method the opening of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery)business of such Interest Payment Date will receive the semiannual interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion, and all conversions shall such Notes upon surrender must be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower accompanied by funds equal to the Lenderamount of such payment; provided that no such payment need be made (x) in connection with any conversion following the Regular Record Date immediately preceding the Maturity Date, (y) 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 (z) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Note. The Company shall not be required to convert any variable Notes that are surrendered for conversion without payment of interest as required by this paragraph. No payment or calculation reflected adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided for in the Conversion Indenture. Notes in respect of which a Fundamental Change Purchase Notice within 24 hours of delivery of has been given by the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion Holder thereof may not be converted pursuant to the Lender (Indenture unless the Fundamental Change Purchase Notice has first been validly withdrawn in any name directed by accordance with 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time after [ ], 1997 and on or before 5:00 p.m. (New York City time) on the Effective DateBusiness Day immediately preceding the date of repayment of such Securities, whether at its electionmaturity or upon redemption (either at the option of the Company or pursuant to a Tax Event), to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $25) into shares of fully paid and non-assessable nonassessable shares of common stock Common Stock of the Borrower Company at an initial conversion rate of [ ] shares of Common Stock for each $25 in aggregate principal amount of Securities (the “Common Stock”). The equal to a conversion price shall be of $0.013 [ ] per share of Common Stock (the “Conversion Price”) at all timesStock), subject to adjustment under certain circumstances. The number of shares issuable upon conversion formula of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced by the Conversion Priceportion of the principal amount thereof converted into shares of Common Stock. A To convert a Security, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (“ii) surrender the Security to a Conversion Notice”Agent, (iii) may furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder shall be delivered required to Borrower by method pay to the Company the interest payment on the subsequent Interest Payment Date and, will be entitled to receive the interest payable on the subsequent Interest Payment Date, on the portion of Lender’s choice Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Notwithstanding the foregoing, if, during an Extension Period, a notice of redemption is mailed pursuant to Section 11.06 of the Indenture and a Security is converted after such mailing but prior to the relevant Redemption Date, all accrued but unpaid interest (including but Additional Payments, if any) through the date of conversion shall be paid to the holder of such Security on the Redemption Date. Except as otherwise provided in the immediately preceding two sentences, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not limited to email, facsimile, mail, overnight courier, or personal delivery)be payable, and all conversions the Company shall not make nor be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower required to the Lendermake any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Securities being converted, which shall be deemed to be paid in full. If any variable Security called for redemption is converted, any money deposited with the Trustee or calculation reflected with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the Conversion Notice within 24 hours last paragraph of delivery Section 3.07 of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed Indenture and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion this paragraph) be paid to the Lender (in any name directed Company upon Company Request or, if then held 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”) programCompany, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsdischarged from such trust.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender holder of any Convertible Note has the right, exercisable at any time after 90 days following the Effective Date, at its electionIssuance Date and prior to the close of business on the Convertible Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $1,000) 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $20.625 per share, subject to adjustment under certain circumstances, except that if a Convertible Note is called for redemption, the conversion right will terminate at the close of business (New York time) on the Business Day immediately preceding the date fixed for redemption. To convert a Convertible Note, a holder must (1) complete and sign a notice of election to convert substantially in the Lender form set forth below, (in any name directed by 2) surrender the Lender) within three Convertible Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Noteholder surrenders a Convertible Note for conversion after the close of business days on the record date for the payment of Conversion Notice deliveryan installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date will be paid to the registered holder of such Convertible Note on such record date. In such event, such Convertible Note, when surrendered for conversion, must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the portion so converted, unless such Security has been called for redemption on or prior to such interest payment date. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Convertible Note is determined by dividing the principal amount of the Convertible Note converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. A Convertible Note in respect of which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the Lender through option of such holder to require the DTC Direct Registration System (“DRS”)Company to purchase such Convertible Note may be converted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. 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 above description of any subsidiary conversion of the BorrowerConvertible Notes is qualified by reference to, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted subject in its entiretyentirety by, the more complete description thereof contained in the Indenture.

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to convert all or part Upon satisfaction of the Note Amount conditions set forth in Section 10.01(a) of the Indenture, a Holder of a Security may convert any portion of the principal amount of any Security that is an integral multiple of $1,000 into shares of cash and fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/10000th of common stock a share) of Common Stock in accordance with the provisions of Section 10.14 of the Borrower Indenture; provided that if 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 “Common Stock”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 date of maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. The conversion price shall Conversion Price shall, as of the date of the Indenture, initially be $0.013 14.47 per share of Common Stock (the “Conversion Price”) at all timesStock. The conversion formula shall be Conversion Rate shall, 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request date of the Lender and provided that the shares to Indenture, initially be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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”)approximately 69.1085. The Conversion Price and Conversion Rate will be adjusted under the circumstances specified in the Indenture. Upon conversion, no adjustment for interest (including Contingent Interest and 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 (as defined in the Indenture). Except as provided in Section 10.02(c) of the Indenture, delivery of the Principal Return, Net Shares and cash in lieu of fractional shares shall be subject deemed to equitable adjustments for stock splitssatisfy the Company's obligation to pay the principal amount of a converted Security and accrued but unpaid interest (including Contingent Interest and Liquidated Damages, stock dividends if any) thereon. Any accrued interest (including Contingent Interest and Liquidated Damages, if any) payable on a converted Security will be deemed paid in full, rather than canceled, extinguished or rights offerings by the Borrower forfeited. In addition, following certain corporate transactions as set forth in Sections 10.01(a)(iii)(A) and 10.01(a)(iii)(B) that occur on or prior to December 15, 2011 and that constitute a Change in Control (other than relating to the Borrower’s composition of the Board of Directors as described in clause (d) of the definition of Change in Control in Section 1.01) and for which 10% or more of the fair market value of the consideration for the Common Stock (as determined by the Board of Directors) in the corporate transaction consists of (i) cash, (ii) other property or (iii) securities that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the securities Nasdaq National Market, a Holder who elects to convert its Securities in connection with such corporate transaction will be entitled to receive Additional Shares of Common Stock upon conversion in certain circumstances. 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 subsidiary 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 Record Date and the opening of business on the related Interest Payment Date, the Security must be accompanied by payment of an amount equal to the interest (including Contingent Interest and Liquidated Damages, if any) payable on such Interest Payment Date on the principal amount of the BorrowerSecurity or portion thereof then converted; provided that no such payment shall be required if such Security has been called for redemption on a Redemption Date within the period between close of business on such Record Date and the opening of business on such Interest Payment Date, combinationsor if such Security is surrendered for conversion on the Interest Payment Date. A Holder may convert a portion of 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 option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, recapitalizationrespectively, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note Indenture may be converted only if such notice of exercise is hereby deleted withdrawn in its entiretyaccordance with the terms of the Indenture.

Conversion. The Lender has (a) Each Share shall be convertible into Common Stock, at the rightthen applicable Conversion Price (as herein defined), at any time after the Effective Dateand from time to time, at its election, the option of the holder thereof in accordance with this Section 6(a) without the need for the payment of any additional cash consideration. Before any holder of Series A Preferred Stock shall be entitled to convert all or part of the Note Amount such stock into shares of fully paid Common Stock, the holder thereof shall surrender the certificate or certificates therefor (or in the case of any lost, stolen or destroyed certificate or certificates the delivery of an affidavit to that effect accompanied by any indemnity bond, in each case, reasonably required by the Corporation), duly endorsed, to the Corporation and non-assessable shall give written notice, duly executed, to the Corporation of such election to convert the same and shall state the number of shares of common stock Series A Preferred Stock being converted. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of the Borrower surrender of the certificate or certificates representing the Shares to be converted, and the holder of such Shares shall be treated for all purposes as the record holder of such shares of Common Stock on such date (such date, the "Conversion Date"). If a holder of Series A Preferred Stock elects to convert any of such holder's Shares into Common Stock on or before December 14, 2002, such holder shall also be entitled to receive, and the Corporation shall pay, upon conversion of such holder's Shares, an amount equal to three quarterly dividends to be paid pursuant to Section 3 per Share, less the amount of any dividends actually paid per Share prior to the Conversion Date (the “Common Stock”"Optional Make Whole Payment"). The conversion price Optional Make Whole Payment may be paid, at the Corporation's election, in cash or shares of Common Stock. The Corporation shall be $0.013 per share only have the right to elect to pay the Optional Make Whole Payment in shares 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 if, on the Conversion Price. A conversion notice Date, (“Conversion Notice”i) may be delivered to Borrower by method the sale 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (issuable in any name directed connection with such Optional Make Whole Payment by the Lenderholders is covered by an effective registration statement or such shares may be sold pursuant to Rule 144(k) under the Securities Act and (ii) the shares of Common Stock to be issued in connection with such Optional Make Whole Payment have been approved for listing, subject to official notice of issuance, on a national securities exchange, the Nasdaq National Market or the Nasdaq Small Cap Market. If the Corporation elects to pay the Optional Make Whole Payment in shares of Common Stock, each share of Common Stock will be valued at 95% of Market Value as of the Notice Date for purposes of determining the number of shares issuable in connection with such payment. The Corporation shall deliver a notice within three five (35) business days of Conversion Notice delivery. The Borrower represents that it receiving written notice from such holder of Series A Preferred Stock of its election to convert such Shares specifying whether the Optional Make Whole Payment, if any, is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 paid in cash or in shares of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsStock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Security may convert it into Common Stock of the Company at any time after before the Effective close of business on August 19, 2017; PROVIDED, HOWEVER, that if a Security is called for redemption, the Holder may convert it at any time before the close of business on the date that is seven days prior to the Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Security into Common Stock per $1,000 of Principal Amount shall be equal to the Conversion Rate. A Security in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 11.3545 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. To convert a Security a Holder must (i) complete and manually sign the conversion notice on the back of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 4.05 of the Indenture), (ii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (iii) pay any transfer or similar tax, if required. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock, except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed paid in full to the Holder thereof through the delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, at its electionand the balance, to convert all or part if any, of the Note Amount into such fair market value of such 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 (and any such cash payment) shall be treated as issued in exchange for the “Conversion Price”) at all timesIssue Price of the Security being converted pursuant to the provisions hereof. The conversion formula shall Conversion Rate will be as follows: Number adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered Common Stock; distributions 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares holders of Common Stock from any conversion of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Lender Market Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in any name directed by the Lender) within three (3) business days of Conversion Notice deliverytransaction or in certain other cases. The Borrower represents that it Company from time to time may voluntarily increase the Conversion Rate. If the Company is participating a party to a consolidation, merger or binding share exchange of the type specified in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programIndenture, and upon request or certain transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), Company 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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsanother person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has 2018 Interest Securities are not convertible for any other security, including Common Shares. [INCLUDE IF 2018 INTEREST SECURITY IS A GLOBAL SECURITY – In the rightevent of a deposit or withdrawal of an interest in this 2018 Interest Security, including an exchange, transfer or repurchase of this 2018 Interest 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 but unpaid interest, including Additional Amounts, if any, may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the 2018 Interest Securities under the Indenture at any time after by the Effective DateCompany and the Trustee with the consent of the Holders of not less than 75% in aggregate principal amount of the Outstanding 2018 Securities and 2018 Interest Securities, at its electionvoting together as a single class. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate Principal Amount of the Outstanding Securities, on behalf of the Holders of all the Securities, to convert all or part waive compliance by the Company with certain provisions of the Note Amount into shares Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of fully paid this 2018 Interest Security shall be conclusive and non-assessable shares binding upon such Holder and upon all future Holders of common stock this 2018 Interest Security and of any 2018 Interest Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this 2018 Interest Security. As provided in and subject to the provisions of the Borrower (Indenture, the “Common Stock”). The conversion price Holder of this 2018 Interest Security shall be $0.013 per share of Common Stock (not have 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 right 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 the Lender. If no objection is delivered from the Borrower to the Lender, institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any variable other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate Principal Amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in Principal Amount of Outstanding Securities a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this 2018 Interest Security for the enforcement of any payment of said principal hereof on or calculation reflected after the respective due dates expressed herein or for the enforcement of any conversion right. No reference herein to the Indenture and no provision of this 2018 Interest Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal Amount, Redemption Price or Fundamental Change Purchase Price of, and interest, including Additional Amounts, if any, on, this 2018 Interest Security at the times, place and rate, and in the Conversion Notice within 24 hours coin, currency or shares, herein prescribed. Notwithstanding the foregoing, prior to the occurrence of delivery a Fundamental Change, the Company may, with the consent of the Conversion NoticeHolders of not less than 75% in aggregate principal amount of the Outstanding 2018 Securities and 2018 Interest Securities, voting together as a single class, amend the obligation of the Company to repurchase the 2018 Interest Securities and the 2018 Securities upon a Fundamental Change. As provided in the Indenture and subject to certain limitations therein set forth, the Borrower transfer of this 2018 Interest Security is registrable in the Security Register, upon surrender of this 2018 Interest Security for registration of transfer at the office or agency of the Company in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new 2018 Interest Securities, of authorized denominations and for the same aggregate Principal Amount, will be issued to the designated transferee or transferees. The 2018 Interest Securities are issuable only in registered form in denominations of $1,000 and any integral multiple of $1.00 above that amount, as provided in the Indenture and subject to certain limitations therein set forth. Securities are exchangeable for a like aggregate Principal Amount of 2018 Interest Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this 2018 Interest Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this 2018 Interest Security is registered as the owner hereof for all purposes, whether or not this 2018 Interest Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This 2018 Interest Security shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this 2018 Interest Security that are defined in the Indenture shall have been thereafter deemed the meanings assigned to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 them in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to and in compliance with the rightprovisions of the Indenture, a Holder is entitled, at any time after the Effective Date, at its electionsuch Holder’s option, to convert all the Holder’s CODES (or part any portion of the Note Amount principal amount thereof that is $1,000 or an integral multiple $1,000), into shares of fully paid and non-assessable nonassessable shares of common stock Common Stock at the Conversion Price in effect at the time of conversion, under certain circumstances set forth in the Indenture. A CODES in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to require the Company to repurchase such CODES may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Borrower (the “Common Stock”)Indenture. The conversion price shall be initial Conversion Price is $0.013 33.09 per share of Common Stock (a Conversion Rate of approximately 30.22 shares of Common Stock per $1,000 principal amount of CODES ), subject to adjustment in certain events described in the “Conversion Price”) at all timesIndenture. A Holder that surrenders CODES for conversion will receive cash or a check in lieu of any fractional share of Common Stock. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by Company from time to time may voluntarily reduce the Conversion Price. A To surrender a CODES 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 Notice”Agent, (2) may be delivered surrender the CODES to Borrower by method the Conversion Agent, (3) furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required. No fractional shares of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions Common Stock shall be cashless and not require further payment from issued upon conversion of any CODES. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such CODES, the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected Company shall pay a cash adjustment as provided in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection theretoIndenture. The Borrower shall deliver No payment or adjustment will be made for dividends on the shares of Common Stock 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 Stock, except as provided in the Depository Trust Indenture. If the Company (“DTC”i) Fast Automated Securities Transfer is a party to a consolidation, merger or binding share exchange (“FAST”ii) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue reclassifies the Common Stock issuable upon conversion or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any Person, the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall right to convert a CODES into shares of Common Stock may be subject changed into a right to equitable adjustments for stock splitsconvert it into securities, stock dividends cash or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary other assets of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsCompany or such other Person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Beginning April 28, 1997, a Holder of a Security may convert such Security into Common Stock of the right, Company at any time after before the Effective close of business on March 1, 2002. If the Security is called for redemption or delivered for repurchase, the Holder may convert it at any time before the close of business on the last Business Day prior to the Redemption Date or the Repurchase Date, at its electionas the case may be, to convert all unless the Company defaults in making the payment due upon redemption or part of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”)repurchase. The conversion price shall be initial Conversion Price is $0.013 5.18 per share of Common Stock (share, subject to adjustment in certain events as set forth in the “Conversion Price”) at all timesIndenture. The conversion formula shall be as follows: Number To determine the number of shares receivable issuable upon conversion equals of a Security, divide the dollar conversion principal amount divided to be converted by the Conversion PricePrice in effect on the conversion date and then round to the nearest 1/100th share. A The Company will deliver a check for any fractional share. To convert a Security, a Holder must (1) complete and sign the conversion notice on the back of the Security, (“Conversion Notice”2) 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 surrender the Lender. If no objection is delivered from the Borrower Security to the LenderConversion Agent or Registrar, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed by the Lender) within three (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax if required. Securities (or portion of a Security) surrendered for conversion during the period from the close of business days on any Regular Record Date next preceding any Interest Payment Date to the opening of Conversion Notice deliverybusiness on such Interest Payment Date (except Securities called for redemption on a Redemption Date within such period) must be accompanied by payment of an amount equal to the interest thereon which the registered Holder is to receive. The Borrower represents In the case of any Securities that have been converted after any Regular Record Date but on or before the next Interest Payment Date, interest due on such Interest Payment Date will be payable on such Interest Payment Date, notwithstanding such conversion, to the Holder of record of such Note as of such Regular Record Date. Except as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. No other payment or adjustment for interest or dividends will be made upon conversion. If the Company is a party to a consolidation or merger or a transfer or lease of all or substantially all of its assets, the right to convert a Security into Common Stock may be changed into a right to convert it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programinto securities, and upon request cash or other assets of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), Company 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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsanother Person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Subject to the provisions hereof and the Indenture and notwithstanding the fact that any other condition to conversion has not been satisfied, Holders may convert the rightSecurities into the Company’s Class A common stock on or after August 25, 2011, to (and including) the close of business on the Business Day immediately preceding the Maturity Date at any time, at the option of the Holder, through Maturity. A Holder may convert Series B Notes in multiples of $1,000 principal amount into Class A common stock. The Series B Notes’ Conversion Price per share of Class A common stock will initially equal $8.00 and the Series B Notes’ Conversion Rate will initially equal 125 shares per $1,000 principal amount of Series B Notes. The Company will deliver cash in lieu of any time after fractional share of Class A common stock in such amount as is equal to the Effective applicable portion of the then current sale price of the Company’s Class A common stock on the Trading Day immediately preceding the Conversion Date. To convert a Security, at its electiona 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, (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. The date a Holder complies with these requirements is the “Conversion Date” with respect to the Securities to be converted. Such Securities will be deemed to have been converted immediately prior to the close of business on the Conversion Date. If a Holder’s interest is a beneficial interest in a Global Security, in order to convert all a Security a Holder must comply with requirements (2), (3) and (4) set forth above and comply with the Depositary’s procedures for converting a beneficial interest in a Global Security. A Holder may convert a portion of a Security if the principal amount of such portion is $1,000 or part an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Class A common stock except as provided in the Indenture. Upon conversion of a Security, a Holder will receive a cash payment of interest representing accrued and unpaid interest, except if such conversion occurs 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. Holders of Securities surrendered for conversion during such period will receive the semiannual interest payable on such Securities on the corresponding interest payment date notwithstanding the conversion. The Conversion Rate will not be adjusted for accrued and unpaid interest. A certificate for the number of full shares of Class A common stock into which any Security is converted, together with any cash payment for fractional shares, will be delivered through the Conversion Agent as soon as practicable following the Conversion Date. In addition, the Conversion Rate will be adjusted for dividends or distributions on Class A common stock payable in Class A common stock or other of the Note Amount into shares Company’s Capital Stock; subdivisions, combinations or certain reclassifications of fully paid and non-assessable shares Class A common stock; distributions to all holders of Class A common stock of certain rights to purchase Class A common stock for a period expiring within 60 days of issuance for such distribution at less than the Borrower then current Sale Price of the Class A common stock at the Time of Determination; and distributions to the holders of the Company’s Class A common stock of a portion of the Company’s assets (including shares of Capital Stock of a Subsidiary) or debt securities issued by the “Common Stock”Company or certain rights to purchase the Company’s securities (excluding cash dividends or other cash distributions from current or retained earnings unless the annualized amount thereof per share exceeds 5% of the sale price of the Company’s Class A common stock on the day preceding the date of declaration of such dividend or other distribution). The However, no adjustment to the Conversion Rate need be made if Holders of the Securities may participate in the transaction without conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all timesor in certain other cases. The conversion formula shall Company from time to time may voluntarily increase the Conversion Rate. Subject to the required purchase described in Section 701 of the Indenture, 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 Indenture, the right to convert a Security into Class A common stock will be as follows: Number changed into a right to convert it into the kind and amount of securities, cash or other assets of the Company or another Person which the Holder would have received if the Holder had converted the Holder’s Securities immediately prior to the transaction. In lieu of delivery of shares receivable of the Company’s Class A common stock upon notice of conversion equals of any Securities (for all or any portion of the dollar conversion Securities), the Company may elect to pay Holders surrendering Securities an amount divided in cash per Security (or a portion of a Security) equal to the average sale price of the Company’s Class A common stock for the five consecutive Trading Days immediately following the date of the notice of the Company’s election to deliver cash multiplied by the Conversion Pricenumber of shares of the Company’s Class A common stock which would have been issued on conversion and in respect of which cash is being delivered in lieu of shares. A The Company will inform the Holders through the Trustee no later than two Business Days following the receipt of a conversion notice (“Conversion Notice”) may be delivered of the Company’s election to Borrower by method deliver shares of Lenderthe Company’s choice (including but not limited Class A common stock or 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 Lender, with respect to any variable or calculation reflected pay cash in the Conversion Notice within 24 hours lieu of delivery of the Conversion Noticeshares. If the Company elects to deliver all of such payment in shares of Class A common stock, the Borrower shall have been thereafter deemed shares will be delivered through the Conversion Agent no later than the fifth Business Day following the Conversion Date. If the Company elects to have irrevocably confirmed and irrevocably ratified pay all or a portion of such notice payment in cash, the payment, including any delivery of conversion and waived any objection theretothe Class A common stock, will be made to Holders surrendering Securities no later than the tenth Business Day following the applicable Conversion Date. The Borrower shall deliver the shares If an Event of Common Stock 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 Default, as described in the Depository Trust Company Indenture (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and other than a default in a cash payment upon request conversion of the Lender Securities) has occurred and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Actis continuing, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable Company may not pay cash 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 subsidiary Securities or portion of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsa Security (other than cash for fractional shares).” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Debenture may convert it into Common Stock of the Company at any time after before the Effective close of business on April 24, 2018; PROVIDED, HOWEVER, that if a Debenture is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Debenture into Common Stock per $1,000 of Principal Amount at Maturity shall be equal to the Conversion Rate. A Debenture in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Debenture may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 13.794 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will 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 1601 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Debenture following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Debentures 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 Debentures to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Debentures surrendered for conversion must be accompanied by payment as described above, no interest on converted Debentures will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Debenture a Holder must (i) complete and manually sign the conversion notice on the back of the Debenture (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 1002 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program, (ii) surrender the Debenture to a Conversion Agent by physical or book-entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book-entry conversion program), (iii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (iv) pay any transfer or similar tax, if required. Book-entry delivery of a Debenture to the Conversion Agent may be made by any financial institution that is a participant in the Depositary; conversion through the Depositary's book-entry conversion program is available for any security that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Debenture 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 Common Stock, except as provided in the Indenture. On conversion of a Debenture, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 9 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 9 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Debenture shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) in exchange for the Debenture being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, at its electionand the balance, to convert all or part if any, of the Note Amount into such fair market value of such 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 (and any such cash payment) shall be treated as issued in exchange for the “Conversion Price”) at all timesIssue Price of the Debenture being converted pursuant to the provisions hereof. The conversion formula shall Conversion Rate will be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice adjusted for (“Conversion Notice”i) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, dividends 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 Lender, with respect to any variable distributions on Common Stock payable in Common Stock or calculation reflected in the Conversion Notice within 24 hours of delivery other Capital Stock of the Conversion NoticeCompany, the Borrower shall have been thereafter deemed (ii) subdivisions, combinations or certain reclassifications of Common Stock, (iii) distributions to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares all holders of Common Stock from any conversion of certain rights, warrants or options to purchase Common Stock or securities convertible into Common Stock for a period expiring within 60 days after the Lender applicable record date for such distribution at a price per share less than the Sale Price at the Time of Determination and (iv) distributions to such holders of assets or debt securities of the Company or certain rights, warrants or options to purchase securities of the Company (excluding certain cash dividends or other cash distributions). However, no adjustment need be made if Holders may participate in any name directed by the Lender) within three (3) business days of Conversion Notice deliverytransaction or in certain other cases. The Borrower represents that it Company from time to time may voluntarily increase the Conversion Rate. If the Company is participating a party to a consolidation, merger or binding share exchange of the type specified in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programIndenture, or certain transfers of all or substantially all of its assets to another Person, or in certain other circumstances described in the Indenture, the right to convert a Debenture into Common Stock may be changed into a right to convert it into the kind and upon request amount of the Lender and provided securities, cash or other assets that the shares Holder would have received if the Holder had converted such Holder's Debentures immediately prior to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventssuch transaction.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, at At any time after until both the Effective Date, at its election, to convert Principal and Interest is paid in full and all or part of conversions have been honored by the Company and the Note Amount is no longer outstanding, the Principal and Interest, shall be convertible into shares of fully paid and non-assessable shares of common stock Common Stock of the Borrower Company at fifty five percent (55%) of the lowest 3 day average closing price price, determined on the then current trading market for the Company’s Common Stock, during a period of twenty (20) trading days prior to conversion (the “Common StockSet Price”). The Redwood shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Exhibit C (a “Notice of Conversion”), specifying the date on which such conversion price is to be effected (a “Conversion Date”) and shall be $0.013 per share require the shares of Common Stock (the “Conversion Price”) at all times. The conversion formula shall to be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided delivered by the Conversion Price. A conversion notice Company within three (“Conversion Notice”3) 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 the LenderBusiness Days. If no objection Conversion Date is delivered from specified in a Notice of Conversion, the Borrower Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, Redwood shall not be required to otherwise physically surrender anything to the LenderCompany. If the Company does not request, with respect to any variable or calculation reflected in from its transfer agent, the Conversion Notice within 24 hours of delivery issuance of the shares underlying the Note after receipt of a Notice of Conversion Noticewithin three (3) Business Days following the date of Notice of Conversion, the Borrower shall have been thereafter deemed or fails to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall timely deliver the shares of Common Stock from any conversion to per the Lender (in any name directed by the Lender) instructions of Redwood, within three (3) business days Business Days, free and clear of Conversion Notice deliveryall legends and in legal free trading form, the Company shall be responsible to immediately reimburse Redwood for any differential in the value of the converted shares of Common Stock between the value of the closing price on the date the shares of Common Stock should have been delivered and the date the shares of Common Stock are delivered. Redwood and any assignee, by acceptance of the Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of the Note, the unpaid and unconverted Principal may be less than the amount stated on the face hereof. The Borrower represents parties hereby agree that it is participating the Company shall reimburse Redwood for all legal costs associated with the issuance of an opinion(s) of counsel to the Transfer Agent and other costs, expenses and liabilities incurred in connection with the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, conversion and upon request issuance of the Lender shares of Common Stock. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to Redwood for all fees and provided that expenses immediately upon written notice by Redwood or the submission of an invoice by Redwood. In addition, if the Company fails to timely (within three (3) Business Days), deliver the shares of Common Stock per the instructions of Redwood, free and clear of all legends and in legal free trading form, the Company shall allow Redwood to be issued are eligible add two (2) days to the look back (the mechanism used to obtain the conversion price along with discount) for transfer each day the Company fails to timely (within three (3) Business Days)) deliver shares of Common Stock, on the next two (2) conversions. Notwithstanding anything to the contrary herein contained, Redwood may not convert under Rule 144 the Note to the extent such conversion would result in Redwood, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act and the rules promulgated thereunder) in excess of 19334.99% of the then issued and outstanding shares of Common Stock, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock including shares issuable upon such conversion to the Lender through the DTC Direct Registration System (“DRS”)and held by Redwood after application of this section. The Conversion Price provisions of this section may be waived by Redwood, in whole or part, upon sixty-one (61) days prior written notice. Any successor to Redwood shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings unaffected by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventssuch waiver.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender holder of any Note has the right, exercisable at any time after following the Effective Date, at its electionIssuance Date and prior to the close of business (New York time) on the date of the Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $1,000) 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $115.47 per share, subject to adjustment under certain circumstances as set forth in the Indenture, except that if a Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a Note, a holder must (1) complete and sign a conversion notice substantially in the form set forth below, (2) surrender the Note to the Lender (in any name directed by the Lender) within three a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. No payment or adjustment will be made for accrued and unpaid interest on a converted Note, but if any holder surrenders a Note for conversion after the close of business days on the record date for the payment of Conversion Notice deliveryan installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the holder of such Note on such record date. Any Notes that are, however, delivered to the Company for conversion after any record date but before the next interest payment date must, except as described in the next sentence, be accompanied by a payment equal to the interest payable on such interest payment date on the principal amount of such Notes being converted. Payments to the Company described in the preceding sentence shall not be required if, during that period between a record date and the next interest payment date, a conversion occurs on or after the date that the Company has issued a redemption notice and prior to the date of redemption stated in such notice. If any Notes are converted after an interest payment date but on or before the next record date, no interest will be paid on those Notes. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Note is determined by dividing 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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 principal amount of the Note converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. A note in respect of which a holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Note may be converted only if the notice of exercise is hereby deleted withdrawn as provided above and in accordance with the terms of the Indenture. The above description of conversion of the Notes is qualified by reference to, and is subject in its entiretyentirety by, the more complete description thereof contained in the Indenture. A-38 000 00. XXNOMINATIONS, TRANSFER, EXCHANGE. The notes are in registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered, and Notes may be exchanged, as provided in the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not exchange or register the transfer of any Note or portion of a Note selected for redemption (except the unredeemed portion of any Note being redeemed in part). Also, it need not exchange or register the transfer of any Note for a period of 15 days before a selection of Notes to be redeemed.

Conversion. The Lender has Subject to the right, at any time after the Effective Date, at its election, to convert all or part terms of the First Supplemental Indenture, the Holder of a Note Amount may convert the Note into shares of fully paid and non-assessable Common Stock at an initial conversion rate of 29.2493 shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock for each $1,000 principal amount of Notes (the “Conversion PriceRate”) 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), subject to adjustment in accordance with the First Supplemental Indenture and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower subject to the Lender, with respect Company’s right to any variable settle all or calculation reflected in the Conversion Notice within 24 hours of delivery a portion of the related Conversion NoticeObligation in cash as set forth in Section 5.03 of the First Supplemental Indenture. Upon conversion of a Note, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower Company shall deliver the shares of Common Stock, shares of Common Stock and cash, or solely cash, as applicable, on the related Conversion Settlement Date as set forth in the First Supplemental Indenture. No fractional shares shall be issued upon settlement of the Conversion. In lieu thereof, the company shall pay cash for such fractional shares as set forth in Section 5.04 of the First Supplemental Indenture. A Note in respect of which a Holder has delivered a Purchase Notice or a Designated Event Purchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with the terms of the First Supplemental Indenture. A Holder may convert a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment shall be made for dividends on the Common Stock except as provided in the First Supplemental Indenture. On conversion of a Note, any accrued and unpaid interest with respect to such Note shall be deemed cancelled, extinguished and forfeited. Notwithstanding the preceding sentence, on conversion of a Note during the period from the close of business on any conversion Regular Record Date immediately preceding any Interest Payment Date to the Lender close of business on the Business Day immediately preceding such Interest Payment Date, the Holder on such Regular Record Date shall receive the interest payable on such Interest Payment Date. Notes or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date shall be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date with respect to the principal amount of Notes or portions thereof being surrendered for conversion; provided that no such payment need be made if (in any name directed by 1) the LenderCompany has specified a Redemption Date that occurs during the period from the close of business on a Regular Record Date to the close of business on the Interest Payment Date to which such Regular Record Date relates, (2) within three the Company has specified a Designated Event Purchase Date during such period or (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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 only to the Lender through extent any overdue interest exists on the DTC Direct Registration System (“DRS”)Conversion Date with respect to the Notes converted. The Conversion Price Rate will be adjusted as set forth in Article 5 of the First Supplemental Indenture. The Company shall be subject give notice to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating Holders and issue a press release no later than 25 Trading Days prior to the Borrower’s securities anticipated effective date of a Make Whole Change of Control. If the Effective Date or anticipated effective date of a Make Whole Change of Control occurs on or prior to November 15, 2012, and a Holder surrenders its Notes for conversion during the securities of any subsidiary period commencing on the day we shall have given notice of the Borroweranticipated effective date and ending on the related Designated Event Purchase Date, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” the Conversion Rate for such Notes will be increased by a number of Additional Shares as set forth in Section 4 5.10 of the Note is hereby deleted in its entiretyFirst Supplemental Indenture, unless such transaction constitutes a Public Acquirer Change of Control and we elect to modify the conversion rate into Public Acquirer Common Stock.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Security may convert this Security for Common Stock at any time after 90 days following the Effective Date, at its election, to convert all or part latest date of original issuance of the Note Amount into shares of fully paid Securities and non-assessable shares of common stock prior to maturity. If this Security is called for redemption, the Holder may convert it at any time before the close of the Borrower (last Trading Day prior to the “Common Stock”)Redemption Date. A Security in respect of which a Holder has delivered a notice of exercise of the option to require the Company to purchase such Security or to redeem such Security in the event of a Fundamental Change may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The conversion price shall be $0.013 per share of Common Stock (the “initial 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 the Lender. If no objection Rate is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the 5.495 shares of Common Stock from per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver Cash or a check in lieu of any fractional share of Common Stock. To convert this Security a Holder must (1) complete and manually sign the conversion notice on the back of this Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Lender Conversion Agent, (in any name directed by 2) surrender this Security to the Lender) within three Conversion Agent, (3) business days of furnish appropriate endorsements and transfer documents if required by the Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities ActAgent, the Borrower shall cause its Company or the Trustee and (4) pay any transfer agent to electronically issue or similar tax, if required. A Holder may convert a portion of this Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock issuable upon except as provided in the Indenture. On conversion of this Security, that portion of accrued Original Issue Discount attributable to the Lender period from the Issue Date to the Conversion Date with respect to the converted portion of this Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the DTC Direct Registration System delivery of the Common Stock (“DRS”). The Conversion Price shall be subject to equitable adjustments together with any cash payment in lieu of fractional shares) in exchange for stock splits, stock dividends or rights offerings by the Borrower relating portion of this Security being converted pursuant to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsterms hereof.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to and upon compliance with the rightprovisions of the Indenture, at any time after the Effective Date, at its election, to convert Holder may surrender for conversion all or part any portion of this Security that is in an integral multiple of $1,000. Upon conversion, the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price Holder shall be $0.013 per entitled to receive the consideration specified in the Indenture. No fractional share of Common Stock (shall be issued upon conversion of a Security. Instead, the “Conversion Price”) at all timesCompany shall pay a cash adjustment as provided in the Indenture. The conversion formula initial Conversion Rate of the Securities 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the 56.9801 shares of Common Stock from per $1,000 principal amount of Securities, subject to adjustment in accordance with the provisions of Article 4 of the Indenture. If a Holder converts all or any conversion portion of this Security in connection with the occurrence of certain Fundamental Change transactions, the Conversion Rate shall be increased in the manner and to the Lender extent described in Section 4.06 of the Indenture. Securities surrendered for conversion (in whole or in part) during the period from the close of business on any name directed Regular Record Date to the opening of business on the next succeeding Interest Payment Date shall be accompanied by payment by the LenderHolders of such Securities in funds to the Conversion Agent acceptable to the Company of an amount equal to the interest payable on such corresponding Interest Payment Date; provided that no such payment need be made: (1) within three if the Company has called the Securities for redemption on a Redemption Date that falls after a Regular Record Date for an Interest Payment Date and on or prior to the corresponding Interest Payment Date; (2) in connection with a conversion following the Regular Record Date preceding the Final Maturity Date; (3) business days 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 (4) to the extent of Conversion any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security. A Security in respect of which a Holder has submitted a Fundamental Change Purchase Notice delivery. The Borrower represents that it is participating may be converted only if such Holder validly withdraws such Fundamental Change Purchase Notice in accordance with the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request terms of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Security may convert the right, Security into shares of Common Stock at any time prior to the close of business on July 28, 2020; provided, however, that if the Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 7.0135 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will 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 14.1 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company 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 of such Interest Payment Date (except Securities to be redeemed on a date during the period from the close of business on such Regular Record Date until the open of business on the first Business Day after the Effective such Interest Payment Date, at or if such Interest Payment Date is not a Business Day, until the open of business on the second Business Day after such Interest Payment Date) must be accompanied by payment from the Holder of an amount equal to the interest thereon that the registered Holder is to receive from the Company on such Interest Payment Date. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its electionoption provided for in paragraph 10 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to convert all in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be canceled, extinguished or part forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Note Amount into 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 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”together with any such cash payment in lieu of fractional shares) at all times. The conversion formula shall be treated as follows: Number of shares receivable upon conversion equals issued, to the dollar conversion amount divided by extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued through 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)Date, and all conversions the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be cashless and not require further payment from treated as issued in exchange for the Lender. If no objection is delivered from Issue Price of the Borrower Security being converted pursuant to the Lenderprovisions hereof. No fractional shares will be issued upon conversion; in lieu thereof, with respect an amount will be paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to any variable or calculation reflected in the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed set forth below and irrevocably ratified deliver such notice of conversion to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender (in any name directed transfer documents if required by the Lender) within three (3) business days of a Registrar or a Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programAgent, and upon request of the Lender and provided that the shares to be issued are eligible for (d) pay any transfer under Rule 144 of the Securities Act of 1933or similar tax, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsif required.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Note may convert the right, at principal amount of such Note (or any time after the Effective Date, at its election, portion thereof equal to convert all $1,000 or part any integral multiple of the Note Amount $1,000 in excess thereof) 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from at any conversion time prior to the Lender close of business on June 1, 2008; provided, however, that if the Note is submitted or presented for purchase pursuant to a Change in Control Notice, the conversion right will terminate at the close of business on the Business Day immediately preceding the Change in Control Purchase Date for such Note or such earlier date as the Holder presents such Note for purchase (in any name directed by unless the Lender) within three (3) business days of Conversion Notice deliveryHolder withdraws its election pursuant to the Indenture). The Borrower represents that it initial Conversion Price is participating $13.34 per share, subject to adjustment under certain circumstances as provided in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request Indenture. The number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Note is determined by dividing 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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 principal amount of the Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. To convert a Note, 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 Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if the Change in Control Purchase Notice is hereby deleted withdrawn in its entiretyaccordance with the terms of the Indenture. As soon as practicable after the Conversion Date, the Company and IAC shall satisfy all of their Conversion Obligations by delivering to the Holder, at IAC's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock. If IAC elects to satisfy the entire Conversion Obligation by Share Settlement, then IAC or the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Notes to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date. If IAC elects to satisfy the entire Conversion Obligation by Cash Settlement, then the Company or IAC will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Notes to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period. If IAC elects to satisfy the Conversion Obligation in a Combined Settlement, then the Company or IAC will deliver to the Holder a Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. Upon receipt of the conversion notice from a Holder by the Company, IAC or the Conversion Agent, (1) if IAC elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following receipt of such conversion notice; or (2) if IAC elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company or IAC will notify the Holder, through the Conversion Agent, of the dollar amount to be satisfied in cash at any time during the Settlement Notice Period. Share Settlement will apply automatically if the Company or IAC does not notify the Holder that IAC has chosen another settlement method.

Conversion. The Lender Subject to and in compliance with the provisions of the Indenture, the Holder of any Security has the right, exercisable at any time after prior to the Effective close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date, at its election), to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable shares of common stock of Fleetwood Common Stock at the Borrower (the “Common Stock”). The initial conversion price shall be of $0.013 48.72 per share of Fleetwood Common Stock Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the “form attached hereto, (2) surrender the Security to a Conversion Price”Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at all timesthe close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion formula of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery portion of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the principal amount thereof converted into shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsStock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Security may convert it into Class A Common Stock of the Company at any time after 90 days following the Effective Date, at its election, to convert all or part latest Issue Date of the Note Amount into Securities and before the close of business on February 9, 2018. If this Security is called for redemption, the Holder may convert it at any time before the close of the last Trading Day prior to the Redemption Date. A Security in respect of which a Holder has delivered a notice of exercise of the option to require the Company to purchase such Security or to redeem such Security in the event of 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 9.465 shares of fully Class A Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver Cash or a check in lieu of any fractional share of Class A Common Stock. To convert this Security a Holder must (1) complete and manually sign the conversion notice on the back of this Security (or complete and manually sign a facsimile of such notice) and deliver such notice to a Conversion Agent, (2) surrender this Security to a 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 Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Class A Common Stock except as provided in the Indenture. On conversion of this Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to the Conversion Date with respect to the converted portion of this Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid and non-assessable shares of common stock in full to the Holder thereof through the delivery of the Borrower Class A Common Stock (together with any cash payment in lieu of fractional shares) in exchange for the “portion of this Security being converted pursuant to the terms hereof. The Conversion Rate will be adjusted under formulae as set forth in the Indenture in certain events, including: (i) the issuance of Class A Common Stock of the Company as a dividend or distribution on the Class A Common Stock”; (ii) subdivisions and combinations of the Class A Common Stock; (iii) the issuance to all holders of Class A Common Stock of certain rights or warrants entitling them to subscribe for or purchase Class A Common Stock at less than the Current Market Price (as defined in the Indenture). The conversion price shall be $0.013 ; (iv) the distribution to all holders of Class A Common Stock of capital stock (other than Class A Common Stock) or evidences of indebtedness of the Company or of assets (other than cash distributions) or rights or warrants to subscribe for or purchase any of its securities (excluding rights or warrants to purchase Class A Common Stock referred to in clause (iii) above); (v) distributions consisting of Cash, excluding any quarterly Cash dividend on the Class A Common Stock to the extent that the aggregate Cash dividend per share of Class A Common Stock in any quarter does not exceed the greater of (x) the “Conversion Price”) at all times. The conversion formula shall be as follows: Number amount per share of shares receivable upon conversion equals Class A Common Stock of the dollar conversion amount divided by next preceding quarterly dividend on the Class A Common Stock to the extent that such preceding quarterly dividend did not require an adjustment of the Conversion Price. Rate pursuant to this clause (v) (as adjusted to reflect subdivisions or combinations of the Class 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 deliveryCommon Stock), and all conversions shall (y) 3.75 percent of the average of the last reported sales price of the Class A Common Stock during the ten Trading Days immediately prior to the date of declaration of such dividend, and excluding any dividend or distribution in connection with the liquidation, dissolution or winding up of the Company; (vi) payment in respect of a tender or exchange offer by the Company or any Subsidiary of the Company for the Class A Common Stock to the extent that the cash and value of any other consideration included in such payment per share of Class A Common Stock exceeds the Current Market Price per share of Class A Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be cashless made pursuant to such tender or exchange; and (vii) payment in respect of a tender offer or exchange offer by a Person other than the Company or any Subsidiary of the Company in which, as of the closing date of the offer, the Board of Directors is not require further payment from recommending rejection of the Lenderoffer. If no objection any adjustment is delivered from required to be made as set forth in clause (v) above as a result of a distribution that is a quarterly dividend, such adjustment would be based upon the Borrower amount by which such distribution exceeds the amount of the quarterly Cash dividend permitted to be excluded pursuant to such clause (v). If an adjustment is required to be made as set forth in clause (v) above as a result of a distribution that is not a quarterly dividend, such adjustment would be based upon the Lenderfull amount of the distribution. The adjustment referred to in clause (vii) above will only be made if the tender offer or exchange offer is for an amount which increases that Person's ownership of Class A Common Stock to more than 30% of the total Class A Common Stock outstanding and if the Cash and the value of any other consideration included in such payment per share of Class A Common Stock exceeds the Current Market Price per share of Class A Common Stock on the Business Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer. The adjustment referred to in clause (vii) will not be made, however, if, as of the closing of the offer, the offering documents with respect to such offer disclose a plan or an intention to cause the Company to engage in a consolidation or merger of the Company or the sale of all or substantially all of the Company's assets. The Company from time to time may voluntarily increase the Conversion Rate. In the case of (i) any variable reclassification of the Class A Common Stock, or calculation reflected (ii) a consolidation or merger involving the Company or a sale or conveyance to another corporation of the property and assets of the Company as an entirety (or substantially as an entirety), in each case as a result of which holders of Class A Common Stock shall be entitled to receive stock, securities, other property or assets (including Cash) with respect to or in exchange for such Class A Common Stock, as set forth in the Conversion Notice within 24 hours of delivery Indenture, or upon certain distributions described in the Indenture, the right to convert this Security for Class A Common Stock may be changed, as set forth in the Indenture, into a right to convert it for securities, Cash or other assets of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsanother Person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Note may convert the right, principal amount of such Note (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Class A Subordinate Voting Stock at any time after prior to the Effective last Business Day prior to the close of business on December 15, 2009; provided, however, that if the Note is called for redemption or subject to purchase upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption date or the Change in Control Payment Date, as the case may be, for such Note or such earlier date as the Holder presents such Note for redemption or purchase (unless the Company shall default in making the redemption payment or Change in Control Payment, as the case may be, when due, in which case the conversion right shall terminate at its election, to convert all the close of business on the date such default is cured and such Note is redeemed or part of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”purchased). The conversion price shall be initial Conversion Price is $0.013 8.50 per share of Common Stock (the “Conversion Price”) at all timesshare, subject to adjustment under certain circumstances. The conversion formula shall be as follows: Number number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. of Class 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Subordinate Voting Stock issuable upon conversion of a Note is determined by dividing the principal amount of the Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Closing Sale Price of the Class A Subordinate Voting Stock on the Trading Day immediately prior to the Lender through Conversion Date. To convert a Note, a Holder must (a) complete and manually sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to a Conversion Agent, (“DRS”)b) surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The Conversion Price Notes so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding Interest Payment Date (excluding Notes or portions thereof called for redemption or subject to purchase upon a Change in Control on a redemption date or Change in Control Payment Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Note then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Note, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower provisions of the Indenture relating to the Borrower’s securities payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Change in Control Payment Notice exercising the securities option of any subsidiary such Holder to require the Company to purchase such Note may be converted only if the Change in Control Payment Notice is withdrawn in accordance with the terms of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time after prior to 5:00 p.m., New York City time, on the Effective DateBusiness Day immediately preceding December 15, at its election2029, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Common Stock at the initial conversation rate of 1.3986 shares of common stock Common Stock for each $50 in aggregate principal amount of the Borrower Securities (the “Common Stock”). The equivalent to a conversion price shall be of $0.013 35.75 per share of Common Stock (of the “Conversion Price”) at all timesCompany). The conversion formula ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery portion of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the principal amount thereof converted into shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsStock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender holder of any Convertible Note has the right, exercisable at any time after 90 days following the Effective Date, at its electionIssuance Date and prior to the close of business (New York time) on the Business Day immediately preceding the date of the Convertible Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the U.S. $1,000; provided, however that a holder of a Convertible 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 the Lender. If no objection is delivered from the Borrower convert such Security only in whole to the Lender, with respect extent a conversion in part would reduce the principal amount thereof to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the an amount less than U.S. $25,000) into shares of Common Stock at the initial Conversion Price of U.S. $3.0516 per share, subject to adjustment under certain circumstances, except that if a Convertible Note is called for redemption, the conversion right will terminate at the close of business (New York time) on the Business Day immediately preceding the date fixed for redemption. To convert a Convertible Note, a Holder must (1) complete and sign a notice of election to convert (a "Conversion Notice") substantially in the form set forth below (copies of which are available from any conversion the Conversion Agent in New York, (2) deliver the Conversion Notice and the Convertible Note to the Lender (be converted in any name directed by the Lender) within three whole or in part to a Conversion Agent in New York, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or such Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest, Liquidated Damages, if any, or dividends, but if any Securityholder surrenders a Convertible Note for conversion after the close of business days on the record date for the payment of Conversion Notice deliveryan installment of interest and Liquidated Damages, if any, and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, the interest and Liquidated Damages, if any, payable on such interest payment date will be paid to the registered Holder of such Convertible Note on such record date. In such event, such Convertible Note, when surrendered for conversion, must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest and Liquidated Damages, if any, payable on such interest payment date on the portion so converted. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Convertible Note is determined by dividing the Lender through principal amount of the DTC Direct Registration System (“DRS”). The Convertible Note converted by the Conversion Price shall in effect on the Conversion Date. No fractional shares will be subject to equitable adjustments issued upon conversion but a cash adjustment will be made for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsfractional interest.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Note may convert it into shares of Common Stock of the Company at any time after before the Effective close of business on February 1, 2009. If the Note is called for redemption, the Holder may convert it at any time before the close of business on the Business Day preceding the Redemption Date, at its election, to convert all or part unless the Company defaults in the payment of the Redemption Price due. A Note Amount into shares in respect of fully paid and non-assessable shares which a Holder has delivered a Change of common stock Control Repurchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Borrower (the “Common Stock”)Indenture. The conversion price initial Conversion Price shall be $0.013 50.00 per share of Common Stock (Stock, subject to adjustment in certain events described in the “Conversion Price”) at all timesIndenture. The Company shall pay a cash adjustment as provided in the Indenture in lieu of any fractional share of Common Stock. To convert a Note, a Holder must (1) complete and manually sign the conversion formula shall be as follows: Number notice below (or complete and manually sign a facsimile of shares receivable upon conversion equals such notice) and deliver such notice to the dollar conversion amount divided Conversion Agent, (2) surrender the Note duly signed and endorsed to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion PriceAgent, the Company or the Trustee and (4) pay any transfer or similar tax or payment detailed below, if required. A conversion notice (“Conversion Notice”) may be delivered Notes surrendered for conversion, other than those called for Provisional Redemption or Optional Redemption, after the close of business on any Regular Record Date but prior to Borrower by method the opening of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions business on the next succeeding Interest Payment Date shall be cashless and not require further accompanied by payment from the Lender. If no objection is delivered from the Borrower in New York Clearing House funds or other funds acceptable to the Lender, with respect Company of an amount equal to any variable or calculation reflected in the Conversion Notice within 24 hours interest to be received on such Interest Payment Date on the principal amount of delivery of Notes being surrendered for conversion. No such payment will be required if the Conversion Notice, the Borrower shall Notes have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible called for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), Provisional Redemption 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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsOptional Redemption.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time prior to 5:00 p.m. New York City time, on or prior to the Tender Notification Date or, in the event of a Convertible Remarketing or a Failed Final Remarketing, from and after the Effective Reset Date through August 1, 2030 (except that Securities called for redemption by the Company will be convertible at any time prior to 5:00 p.m., New York City time, on any Redemption Date, at its election, ) to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Common Stock. On or Prior to the Tender Notification Date, each Security is convertible, at the option of the Holder into 0.5755 shares of common stock Common Stock for each $50 in aggregate principal amount of the Borrower Securities (the “Common Stock”). The equivalent to a conversion price shall be of $0.013 86.875 per share of Common Stock (Stock). On and after the “Conversion Price”) Reset Date, the Securities may, at all timesthe option of the Company and subject to the results of the Remarketing, become nonconvertible or convertible into a different number of shares of Common Stock. The conversion formula ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at 5:00 p.m. New York City time on the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date (other than any Security whose Maturity is prior to such Interest Payment Date). In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery portion of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the principal amount thereof converted into shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsStock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, at any time after the Effective Date, at its election, to A Holder of a Debenture may convert all or part of the Note Amount such Debenture 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of the Company at any time prior to maturity; provided that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the fifth Business Day immediately preceding the redemption date for such Debenture (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 Debenture is redeemed); provided, further, that if the Holder of a Debenture presents such -------- ------- Debenture for redemption prior to the Lender close of business on the fifth Business Day immediately preceding the redemption date for such Debenture, the right of conversion shall terminate upon presentation of the Debenture to the Trustee (unless the Company shall default in any name directed making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed). The initial conversion price is $28.35 per share, subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a Debenture is determined by dividing the principal amount converted by the Lender) within three (3) business days conversion price in effect on the conversion date. No payment or adjustment will be made for accrued interest on a converted Debenture or for dividends or distributions on shares of Conversion Notice deliveryCommon Stock issued upon conversion of a Debenture. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the No fractional shares to will be issued are eligible for transfer under Rule 144 upon conversion; in lieu thereof, an amount will be paid in cash based upon the market price (as defined) of the Securities Act of 1933, as amended (the “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 on the last trading day prior to the Lender through date of conversion. 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 had delivered a Change in Control Purchase Notice exercising the DTC Direct Registration System (“DRS”). The Conversion Price shall option of such Holder to require the Company to purchase such Debenture may be subject to equitable adjustments for stock splits, stock dividends or rights offerings by converted only if the Borrower relating to Change in Control Purchase Notice is withdrawn as provided above and in accordance with the Borrower’s securities or the securities of any subsidiary terms of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Debenture has the right, exercisable at any time after beginning 90 days following the Effective first date of original issuance of the Convertible Preferred Securities and on or before the close of business (New York City time) on December 1, 2026 (or, in the case of Debentures called for redemption (either at the option of the Company or pursuant to a Tax Event), on the fifth Business Day immediately preceding the Redemption Date, at its election), to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50.00) into shares of fully paid and non-assessable nonassessable shares of common stock Common Stock of the Borrower Company at an initial conversion rate of 1.339 shares of Common Stock for each $50.00 in aggregate principal amount of Debentures (the “Common Stock”). The equal to a conversion price shall be of approximately $0.013 37.34 per share of Common Stock (the “Conversion Price”) at all timesStock), subject to adjustment under certain circumstances. The number of shares issuable upon conversion formula of a Debenture is determined by dividing the principal amount of the Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The Outstanding principal amount of any Debenture shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced by the Conversion Priceportion of the principal amount thereof converted into shares of Common Stock. A To convert a Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (“ii) surrender the Debenture to a Conversion Notice”Agent, (iii) may furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be delivered entitled to Borrower by method receive the interest payable on the subsequent Interest 110 103 Payment Date on the portion of Lender’s choice (including but Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Debenture shall not limited to email, facsimile, mail, overnight courier, or personal delivery)be payable, and all conversions the Company shall not make nor be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower required to the Lendermake any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Debentures being converted, which shall be deemed to be paid in full. If any variable Debenture called for redemption is converted, any money deposited with the Trustee or calculation reflected with any Paying Agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Holder of such Debenture or any Predecessor Debenture to receive interest as provided in the Conversion Notice within 24 hours last paragraph of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed Section 3.07 and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion this paragraph) be paid to the Lender (in any name directed Company upon a Company Request or, if then held 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”) programCompany, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsdischarged from such trust.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, (a)(i) Conversions at any time after the Effective Date, at its election, to convert all or part Option of the Note Amount Holder. Each share of Preferred Stock ------------------------------- shall be convertible 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 (subject to the “limitations set forth in Section 5(a)(iii)), at the Conversion Price”Ratio (as defined in Section 8), at the option of the Holder at any time and from time to time from and after July 28, 1999 (the "Initial Conversion Date"); provided, that, (A) at all times. The conversion formula 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 a 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 follows: Number Exhibit A (a --------- "Conversion Notice"). Each Conversion Notice shall specify the number of shares receivable upon ----------------- of Preferred Stock to be converted and the date on which such conversion equals is to be effected, which date may not be prior to the dollar conversion amount divided date the Holder delivers such Conversion Notice by fascimile (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 deliveryDate"), and all conversions shall be cashless and not require further payment from the Lender. If no objection Conversion Date --------------- is delivered from specified in a Conversion Notice, the Borrower to Conversion Date shall be the Lender, with respect to any variable or calculation reflected in date that the Conversion Notice within 24 hours is deemed delivered hereunder. If the Holder is converting less than all shares of delivery of Preferred Stock represented by the certificate or certificates tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Borrower Company shall have been thereafter deemed promptly deliver to have irrevocably confirmed such Holder (in the manner and irrevocably ratified such notice within the time set forth in Section 5(b)) a certificate representing the number of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Preferred Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventshave not been converted.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightprovisions of this paragraph 8, a holder of a Security may convert such Security into GGD Stock of the Company. If the Security is called for redemption, the holder may convert such Security at any time after before the Effective Date, at its election, to convert all or part close of business on the business day immediately preceding the redemption date (unless the Company defaults in payment of the Note Amount into redemption price, in which case the conversion right will terminate on the date such default is cured). The holder may also convert such Security at any time before the close of business on its maturity date. The initial conversion price is $39.60 per share, subject to adjustment in certain events. The number To convert a Security, a holder must (1) complete and sign the conversion notice on the reverse of the Security, (2) surrender the Security to a 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 GGD Stock in the name of a Person other than the Holder thereof. A holder may convert a portion of a Security if the portion is $1,000 or an integral multiple of $1,000. If GGD Stock is to be issued in the name of a Person other than the Holder thereof, and the restrictions on transfer of such Security set forth in the first paragraph of the face of the Security remain in effect, the Holder must provide certification through the Assignment Form attached hereto. If the restrictions on transfer of a Security set forth in the first paragraph of the face of the Security remain in effect, all shares of fully paid and non-assessable shares GGD Stock delivered upon conversion thereof shall bear a restrictive legend substantially in the form of common stock of the Borrower (the “Common Stock”)such paragraph. The conversion price shall will be $0.013 per share adjusted for the issuance of Common capital stock of the Company as a dividend or distribution on its GGD Stock; subdivisions, combinations or certain reclassifications of GGD Stock; distributions to all holders of GGD Stock of rights or warrants to purchase GGD Stock at less than the current market price at the time; distributions to such holders of GGD Stock of cash, debt securities (or other evidences of indebtedness) or other assets of the “Conversion Price”) Company (excluding dividends or distributions for which adjustment is required to be made pursuant to another provision); certain dividends or other distributions consisting exclusively of cash to all holders of GGD Stock; or for payments to holders of GGD Stock pursuant to certain tender or exchange offers. No adjustment in the conversion price will be required unless such adjustment would require a change of at least 1% in the conversion price then in effect; provided that any adjustment that If the Company is a party to a consolidation or merger, or a transfer or a lease of all times. The conversion formula shall be as follows: Number or substantially all of shares receivable upon conversion equals its assets or a merger which reclassifies or changes its outstanding GGD Stock, the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) right to convert a Security into GGD Stock may be delivered changed into a right to Borrower by method of Lender’s choice (including but not limited to emailconvert it into securities, facsimile, mail, overnight courier, cash 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 Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery other assets of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsanother person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to and upon compliance with the rightprovisions of this Indenture, a Holder of a Note may, at such Holder’s option, convert such Note at any time after on or prior to the Effective DateClose of Business on the Business Day immediately preceding May , at its election, to convert all or part of the Note Amount 2019 into shares of fully paid and non-assessable shares of common stock Common Stock of the Borrower Company at the Conversion Rate in effect at the time of the conversion. Subject to and upon compliance with the provisions of this Indenture, after receiving a notice of redemption specified in Section 3.07 of the Indenture, a Holder of a Note may, at such Holder’s option, convert such Note at any time on or prior to the Close of Business on the Business Day immediately preceding the Redemption Date specified in such notice into fully paid and non-assessable shares of Junior Convertible Preferred Stock with a liquidation preference equal to the principal amount of such Note. To convert a Note represented by a Global Note, a Noteholder must convert by book-entry transfer to the Conversion Agent through the facilities of the DTC. To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is attached hereto, and deliver such Conversion Notice to the “Common Stock”)Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required by the Conversion Agent, furnish appropriate endorsement and transfer documents, and (4) if required, pay all transfer or similar taxes. The conversion price shall be $0.013 per Company will not issue a fractional share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals of a Note but, instead, will deliver Cash in lieu of a fractional share as described in the dollar Indenture. Upon conversion amount divided by of Note, a Holder will not receive, except as provided below or in the Conversion PriceIndenture, any separate Cash payment representing accrued interest. A Holders of Notes surrendered for conversion notice (“Conversion Notice”) may be delivered during the period from the Close of Business on any Regular Record Date next preceding any Interest Payment Date to Borrower by method the opening of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery)business of such Interest Payment Date will receive the semiannual interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion, and all conversions shall such Notes upon surrender must be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower accompanied by funds equal to the Lenderamount of such payment; provided that no such payment need be made (x) in connection with any conversion following the Regular Record Date immediately preceding the Maturity Date, (y) 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 (z) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Note. The Company shall not be required to convert any variable Notes that are surrendered for conversion without payment of interest as required by this paragraph. No payment or calculation reflected adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided for in the Conversion Indenture. Notes in respect of which a Fundamental Change Purchase Notice within 24 hours of delivery of has been given by the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion Holder thereof may not be converted pursuant to the Lender (Indenture unless the Fundamental Change Purchase Notice has first been validly withdrawn in any name directed by accordance with 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender holder of any Convertible Note has the right, ---------- exercisable at any time after the Effective Datelater to occur of (i) 90 days following the Issuance Date or (ii) the consummation of the Acquisition, at its electionand prior to the close of business (New York time) on the Business Day immediately preceding the maturity date of the Convertible Notes, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $1,000) 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $15.635 per share, subject to adjustment under certain circumstances, except that if a Convertible Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a Convertible Note, a holder must (1) complete and sign a notice of election to convert substantially in the Lender form set forth below, (in any name directed by 2) surrender the Lender) within three Convertible Note to a Conversion Agent, (3) business days furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for accrued and unpaid interest on a converted Convertible Note or for dividends or distributions on shares 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Convertible Note, but if any Noteholder surrenders a Convertible Note for conversion after the close of business on the Record Date for the payment of an installment of interest and Liquidated Damages, if any, prior to the Lender through opening of business on the DTC Direct Registration System (“DRS”)next succeeding Interest Payment Date, then, notwithstanding such conversion, the interest and Liquidated Damages, if any, payable on such Interest Payment Date will be paid to the registered holder of such Convertible Note on such Record Date. In such event, such Convertible Note, when surrendered for conversion after October 15, 1999, must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable and Liquidated Damages, if any, on such Interest Payment Date on the portion so converted and, when surrendered for conversion on or prior to October 15, 1999, need not be accompanied by such payment. The number of shares of Common Stock issuable upon conversion of a Convertible Note is determined by dividing the principal amount of the Convertible Note converted by the Conversion Price shall in effect on the Conversion Date. No fractional shares will be subject to equitable adjustments issued upon conversion but a cash adjustment will be made for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsfractional interest.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender holder of any Note has the right, exercisable at any time after following the Effective Date, at its electionIssuance Date and prior to the close of business (New York time) on the date of the Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $1,000) 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $115.47 per share, subject to adjustment under certain circumstances as set forth in the Indenture, except that if a Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a Note, a holder must (1) complete and sign a conversion notice substantially in the form set forth below, (2) surrender the Note to the Lender (in any name directed by the Lender) within three a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. No payment or adjustment will be made for accrued and unpaid interest on a converted Note, but if any holder surrenders a Note for conversion after the close of business days on the record date for the payment of Conversion Notice deliveryan installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the holder of such Note on such record date. Any Notes that are, however, delivered to the Company for conversion after any record date but before the next interest payment date must, except as described in the next sentence, be accompanied by a payment equal to the interest payable on such interest payment date on the principal amount of such Notes being converted. Payments to the Company described in the preceding sentence shall not be required if, during that period between a record date and the next interest payment date, a conversion occurs on or after the date that the Company has issued a redemption notice and prior to the date of redemption stated in such notice. If any Notes are converted after an interest payment date but on or before the next record date, no interest will be paid on those Notes. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Note is determined by dividing 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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 principal amount of the Note converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. A note in respect of which a holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Note may be converted only if the notice of exercise is hereby deleted withdrawn as provided above and in accordance with the terms of the Indenture. The above description of conversion of the Notes is qualified by reference to, and is subject in its entiretyentirety by, the more complete description thereof contained in the Indenture.

Conversion. The Lender has Subject to the right, at any time after the Effective Date, at its election, to convert all or part provisions of Article X of the Note Amount Indenture, a Holder of a Security may convert such Security 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from of the Company if any of the conditions specified in paragraphs (a) through (e) of Section 10.01 of the Indenture is satisfied; provided, however, that if such Security is called for redemption, the conversion right will terminate at the close of business on the second Business Day before the Redemption Date of such 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). The initial conversion price is $46.00 per share, subject to adjustment under certain circumstances as described in the Indenture (the "Conversion Price"). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount converted by the Conversion Price in effect on the Conversion Date. In the event of a conversion of a Security in a Principal Value Conversion, the Company has the option to deliver cash and/or Common Stock 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 request Holder of the Lender and Security surrendered for such conversion as provided that the shares to be issued are eligible for transfer under Rule 144 in Section 10.02 of the Securities Act of 1933Indenture. Upon conversion, as amended no adjustment for interest, if any (the “Securities 2 Act”including contingent interest, if any), or are effectively registered under 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 Securities Act, current market price (as defined in the Borrower shall cause its transfer agent to electronically issue Indenture) of the Common Stock issuable upon conversion on the last Trading Day prior to the Lender through date of conversion. To convert a Security, a Holder must (a) complete and sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to the Conversion Agent, (“DRS”)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 similar 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 Depositary's book-entry conversion programs. The Conversion Price If a Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, the Security 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 Security or portion thereof then converted; provided, however, that no such payment shall be subject required if such Security 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 Security is surrendered for conversion on the interest payment date. A Holder may convert a portion of a Security equal to equitable adjustments for stock splits$1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Purchase Notice or a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary respectively, of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions Indenture may be converted only if such notice of exercise is withdrawn as provided above and similar events.” Section 4 in accordance with the terms of the Note is hereby deleted in its entiretyIndenture.

Conversion. The Lender has Subject to the right, at any time after the Effective Date, at its election, to convert all or part terms and conditions of the Note Amount Indenture, the Notes are convertible (in integral multiples of $1,000 principal amount) into shares of fully paid and non-assessable shares of common stock Common Stock in accordance with Article XII of the Borrower (the “Common Stock”)Eighteenth Supplemental Indenture. The conversion price shall be $0.013 per share initial Conversion Rate is 123.7662 shares of Common Stock (per $1,000 principal amount of Notes, subject to adjustment in accordance with the “Conversion Price”) at all timesprovisions of the Indenture. The Company will pay cash in lieu of any fractional share. Each conversion formula shall of a Note will be as follows: Number of shares receivable upon conversion equals settled in accordance with the dollar conversion amount divided by the Conversion PriceIndenture. A conversion notice To convert a Note that is a certificated Note, a Holder must (“Conversion Notice”i) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), complete and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in manually sign the Conversion Notice within 24 hours on the back of delivery the Note, or a facsimile of the Conversion Notice, and deliver such Conversion Notice to the Borrower Conversion Agent, (ii) surrender the Note to the Conversion Agent, (iii) if required, furnish appropriate endorsements and transfer documents, (iv) pay all transfer or similar taxes, if any, as required by Section 12.03 of the Eighteenth Supplemental Indenture, and (v) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 12.02(c) of the Eighteenth Supplemental Indenture; provided, however, that if such Note is represented by a Global Note, then in order to convert, the Holder must comply with the requirements (iii), (iv) and (v) and comply with the Depositary’s procedures for converting a beneficial interest in a Global Note. If a Holder surrenders a Note for conversion after the close of business on an Interest Record Date and prior to the open of business on the immediately following Interest Payment Date, then, notwithstanding such conversion, the interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Interest Record Date; provided, however, that such Note, when surrendered for conversion, must be accompanied by payment to the Conversion Agent on behalf of the Company of an amount equal to the interest payable on such Interest Payment Date on the portion of such Note to be so converted, except that no such payment is required (i) if the Company shall have been thereafter deemed specified a Redemption Date or Fundamental Change Repurchase Date that is after such Interest Record Date and on or prior to have irrevocably confirmed and irrevocably ratified such notice of Interest Payment Date, (ii) if the Conversion Date for such conversion and waived any objection thereto. The Borrower shall deliver is after the shares of Common Stock from any conversion Interest Record Date that immediately precedes the Maturity Date, or (iii) to the Lender (in extent of 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”) programDefaulted Interest, and upon request if any Defaulted Interest exist as of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsDate.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time after beginning 60 days following ______ __, ____ and prior to the Effective Date, at its electionclose of business (New York time) on the date of the Security's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $__) into shares of fully paid and non-assessable Common Stock at an initial conversion rate of ____ shares of common stock of the Borrower Common Stock for each Security (the “Common Stock”). The equivalent to a conversion price shall be of $0.013 ____ per share of Common Stock of the Company), subject to adjustment under certain circumstances, except that if a Security is called for redemption, the conversion right will terminate at the close of business on the Redemption Date. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the “form attached hereto, (2) surrender the Security to a Conversion Price”Agent, (3) at all timesfurnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion formula of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery portion of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the principal amount thereof converted into shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsStock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Security may convert the right, Security into Common Stock at any time after until the Effective Dateclose of business on the Business Day prior to the Stated Maturity; provided, however, that if the Security is called for redemption, the conversion right will terminate at its electionthe close of business on the Business Day immediately preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to convert all or part require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”)Indenture. The initial conversion price shall be is $0.013 170.11 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 Stock, subject 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected adjustment in certain events described in the Conversion Notice within 24 hours Indenture. This is equivalent to a conversion rate of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the 5.8785 shares of Common Stock from per $1,000 Principal Amount of Securities at Stated Maturity. The Company will deliver cash or a check in lieu of any fractional Common Stock. In the event the Company exercises its option pursuant to Section 1601 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the Lender same number of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business of such Interest Payment Date (in any name directed except Securities or portions of Securities to be redeemed on a Redemption Date occurring during the period from the close of business on a Regular Record Date and ending on the opening of business on the first Business Day after the next Interest Payment Date, or if this Interest Payment Date is not a Business Day, the second Business Day after the Interest Payment Date) must be accompanied by payment from the Holder of an amount equal to the interest thereon that the registered Holder is to receive from the Company on such Interest Payment Date. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 on any Interest Payment Date subsequent 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 date of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsconversion.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. A Holder of a Security may convert the Security into shares of Common Stock at any time until the close of business on the Business Day prior to the Stated Maturity; provided, however, that if the Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Lender initial Conversion Rate is 11.6288 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will 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 1601 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities or portions of Securities to be redeemed on a Redemption Date occurring during the period from the close of business on a Regular Record Date and ending on the opening of business on the first Business Day after the next Interest Payment Date, or if this Interest Payment Date is not a Business Day, the second Business Day after the Interest Payment Date) must be accompanied by payment from the Holder of an amount equal to the interest thereon that the registered Holder is to receive from the Company on such Interest Payment Date. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Security is converted to an interest-bearing debenture) attributable to the period from the Issue Date (or, if the Company has exercised the rightoption referred to in "Tax Event", the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security 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 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 Original Issue Discount (or interest, if the Company has exercised its option provided for in "Tax Event") accrued through the Conversion Date, 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 Issue Price of the Security being converted pursuant to the provisions hereof. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents (including any certification that may be required under applicable law) if required by the Conversion Agent, and (d) pay any transfer or similar tax, if required. Repurchase by the Company at the Option of the Holder Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, the Securities held by such Holder on the following Repurchase Dates and at the following Repurchase Prices per $1,000 Principal Amount, upon delivery of a Repurchase Notice containing the information set forth in the Indenture, 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 the Lender. If no objection opening of business on the date that is delivered from 20 Business Days prior to such Repurchase Date until the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours close of business on such Repurchase Date and upon delivery of the Conversion NoticeSecurities to the Paying Agent by the Holder as set forth in the Indenture. Repurchase Date Repurchase Price --------------- ---------------- March 7, 2003 $554.41 March 7, 2008 $659.44 March 7, 2013 $784.36 The Repurchase Price (equal to the Issue Price plus accrued Original Issue Discount through the Repurchase Date) will be paid in cash. If prior to a Repurchase Date this Security has been converted to an interest-bearing debenture following the occurrence of a Tax Event, the Borrower shall have been thereafter deemed Repurchase Price will be equal to have irrevocably confirmed the Restated Principal Amount plus accrued and irrevocably ratified such notice unpaid interest from the date of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender Repurchase Date. Holders have the right to withdraw any Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal prior to the close of business on the Repurchase Date in accordance with the provisions of the Indenture. If cash (in any name directed by and/or securities if permitted under the LenderIndenture) within three sufficient to pay the Repurchase Price of all Securities or portions thereof to be purchased as of the Repurchase Date, is deposited with the Paying Agent on the Business Day following the Repurchase Date, Original Issue Discount ceases to accrue on such Securities (3or portions thereof) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programimmediately after such Repurchase Date, and the Holder thereof shall have no other rights as such (other than the right to receive the Repurchase Price upon request surrender of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”such Security), 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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Debenture may convert it into Common Stock of the Company at any time after before the Effective close of business on April 24, 2018; PROVIDED, HOWEVER, that if a Debenture is called for redemption, the Holder may convert it at any time before the close of business on the Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Debenture into Common Stock per $1,000 of Principal Amount at Maturity shall be equal to the Conversion Rate. A Debenture in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Debenture may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 13.794 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will 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 1601 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Debenture following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Debentures 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 Debentures to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Debentures surrendered for conversion must be accompanied by payment ax xxxxxxxxd above, no interest on converted Debentures will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Debenture a Holder must (i) complete and manually sign the conversion notice on the back of the Debenture (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 1002 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program, (ii) surrender the Debenture to a Conversion Agent by physical or book-entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book-entry conversion program), (iii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (iv) pay any transfer or similar tax, if required. Book-entry delivery of a Debenture to the Conversion Agent may be made by any financial institution that is a participant in the Depositary; conversion through the Depositary's book-entry conversion program is available for any security that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Debenture 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 Common Stock, except as provided in the Indenture. On conversion of a Debenture, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 9 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 9 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Debenture shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) in exchange for the Debenture being converted pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, at its electionand the balance, to convert all or part if any, of the Note Amount into such fair market value of such 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 (and any such cash payment) shall be treated as issued in exchange for the “Conversion Price”) at all timesIssue Price of the Debenture being converted pursuant to the provisions hereof. The conversion formula shall Conversion Rate will be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice adjusted for (“Conversion Notice”i) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, dividends 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 Lender, with respect to any variable distributions on Common Stock payable in Common Stock or calculation reflected in the Conversion Notice within 24 hours of delivery other Capital Stock of the Conversion NoticeCompany, the Borrower shall have been thereafter deemed (ii) subdivisions, combinations or certain reclassifications of Common Stock, (iii) distributions to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares all holders of Common Stock from any conversion of certain rights, warrants or options to purchase Common Stock or securities convertible into Common Stock for a period expiring within 60 days after the Lender applicable record date for such distribution at a price per share less than the Sale Price at the Time of Determination and (iv) distributions to such holders of assets or debt securities of the Company or certain rights, warrants or options to purchase securities of the Company (excluding certain cash dividends or other cash distributions). However, no adjustment need be made if Holders may participate in any name directed by the Lender) within three (3) business days of Conversion Notice deliverytransaction or in certain other cases. The Borrower represents that it Company from time to time may voluntarily increase the Conversion Rate. If the Company is participating a party to a consolidation, merger or binding share exchange of the type specified in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programIndenture, or certain transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, the right to convert a Debenture into Common Stock may be changed into a right to convert it into the kind and upon request amount of the Lender and provided securities, cash or other assets that the shares Holder would have received if the Holder had converted such Holder's Debentures immediately prior to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventssuch transaction.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Note may convert the right, principal amount of such Note (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Class A Subordinate Voting Stock at any time after prior to the Effective last Business Day prior to the close of business on June 15, 2010; provided, however, that if the Note is called for redemption or subject to purchase upon a Change in Control, the conversion right will terminate at the close of business on the Business Day immediately preceding the redemption date or the Change in Control Payment Date, as the case may be, for such Note or such earlier date as the Holder presents such Note for redemption or purchase (unless the Company shall default in making the redemption payment or Change in Control Payment, as the case may be, when due, in which case the conversion right shall terminate at its election, to convert all the close of business on the date such default is cured and such Note is redeemed or part of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”purchased). The conversion price shall be initial Conversion Price is $0.013 7.05 per share of Common Stock (the “Conversion Price”) at all timesshare, subject to adjustment under certain circumstances. The conversion formula shall be as follows: Number number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. of Class 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Subordinate Voting Stock issuable upon conversion of a Note is determined by dividing the principal amount of the Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Closing Sale Price of the Class A Subordinate Voting Stock on the Trading Day immediately prior to the Lender through Conversion Date. To convert a Note, a Holder must (a) complete and manually sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to a Conversion Agent, (“DRS”)b) surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The Conversion Price Notes so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding Interest Payment Date (excluding Notes or portions thereof called for redemption or subject to purchase upon a Change in Control on a redemption date or Change in Control Payment Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Note then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Note, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower provisions of the Indenture relating to the Borrower’s securities payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Change in Control Payment Notice exercising the securities option of any subsidiary such Holder to require the Company to purchase such Note may be converted only if the Change in Control Payment Notice is withdrawn in accordance with the terms of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsIndenture.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has the right, at At any time after 90 days following the Effective Date, at its election, to convert all or part latest date of original issuance of the Note Amount into shares of fully paid Notes 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 the Lender. If no objection is delivered from the Borrower prior to the Lenderclose of business on September 15, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours 2007, a Holder of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified a Note may convert such notice of conversion and waived any objection thereto. The Borrower shall deliver the Note into shares of Common Stock from any of the Company; PROVIDED, HOWEVER, that if the Note is called for redemption, the conversion right will terminate at the close of business on the third Business Day before the redemption date of such Note (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 Note is redeemed). The initial conversion price is $78.375 per share, subject to adjustment under certain circumstances as described in the Lender (in any name directed Indenture. The number of shares issuable upon conversion of a Note is determined by dividing the principal amount converted by the Lender) within three conversion price in effect on the conversion date. Upon conversion, no adjustment for interest 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 current market price (3) business days of Conversion Notice delivery. The Borrower represents that it is participating as defined in the Depository Trust Company (“DTC”Indenture) Fast Automated Securities Transfer (“FAST”) program, and upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 on the last trading day prior to the Lender through date of conversion. To convert a Note, a Holder must (a) complete and sign the DTC Direct Registration System conversion notice set forth below and deliver such notice to the Conversion Agent, (“DRS”). The b) surrender the Note to the Conversion Price shall be subject to equitable adjustments for stock splitsAgent, stock dividends or rights offerings (c) furnish appropriate endorsements and transfer documents if required by the Borrower relating 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 Borrower’s securities or Depositary appropriate instructions pursuant to the securities Depositary's book-entry conversion programs. If a Holder surrenders a Note for conversion between the record date for the payment of any subsidiary an installment of interest and the Borrowernext interest payment date, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 the Note must be accompanied by payment of an amount equal to the interest payable on such interest payment date on the principal amount of the Note or portion thereof then converted; PROVIDED, HOWEVER, that no such payment shall be required if such Note has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Note is hereby deleted surrendered for conversion on the interest payment date. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in its entiretyrespect of which a Holder had delivered a Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Note may be converted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. The Lender has Subject to the rightterms of the Indenture, Holders may surrender Securities for conversion into shares of Common Stock at any time after on or prior to July 1, 2023 at 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”)conversion price then in effect. The conversion right with respect to the Security or the portion of the Security being redeemed will expire at the close of business on the date that is two Trading Days immediately preceding such redemption date unless the Company defaults in making payments due upon such redemption date. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount to be converted by the conversion price shall in effect on the conversion date, and rounding the result to the nearest 1/l00th of a share, with 500/1,000 of a share to be rounded up. Upon conversion, no payment or adjustment for accrued interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to paragraph 2 hereof) or for dividends or distributions on the Common Stock will be made. The Company will deliver a check for the current market value of such fractional shares rounded down to the nearest cent based on the current market price of the Common Stock. A Security in respect of which a Holder has delivered a Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial conversion price is $0.013 61.50 per share of Common Stock (Stock, subject to adjustment in certain events described in the “Conversion Price”) Indenture. No adjustment in the conversion price will be required unless such adjustment would require a change of at all timesleast 1% in the conversion price then in effect; PROVIDED that any adjustment that would otherwise be required to be made shall be earned forward and taken into account in any subsequent adjustment. The Company from time to time may voluntarily reduce the conversion formula shall be as follows: Number price for a period of shares receivable upon at least 20 days. To convert a Security, a Holder must (1) complete and sign the conversion equals notice on the dollar conversion amount divided reverse of 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 PriceAgent, 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. A In the case of Global Securities, conversion notice (“Conversion Notice”) notices may be delivered and such Securities may be surrendered for conversion in accordance with the 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 Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight couriera consolidation or merger, or personal delivery)a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding Common Stock, and all conversions shall the right to convert a Security into Common Stock may be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower changed into a right to the Lenderconvert it into securities, with respect to any variable cash or calculation reflected in the Conversion Notice within 24 hours of delivery other assets of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsanother person.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender Holder of any Security has the right, exercisable at any time prior to 5:00 p.m. New York City time, on or prior to the Tender Notification Date or, in the event of a Convertible Remarketing which does not fail, from and after the Effective Reset Date through October [ ], 2029 (except that Securities called for redemption by the Company will be convertible at any time prior to 5:00 p.m., New York City time, on any Redemption Date, at its election, ) to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $50) into shares of fully paid and non-assessable Common Stock. Prior to the Reset Date, each Security is convertible, at the option of the Holder into [ ] shares of common stock Common Stock for each $50 in aggregate principal amount of the Borrower Securities (the “Common Stock”). The equivalent to a conversion price shall be of $0.013 [ ] per share of Common Stock (Stock). On and after the “Conversion Price”) Reset Date, the Securities may, at all timesthe option of the Company and subject to the results of the Remarketing, become nonconvertible or convertible into a different number of shares of Common Stock. The conversion formula ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at 5:00 p.m. New York City time on the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided reduced 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery portion of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the principal amount thereof converted into shares of Common Stock 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 request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsStock.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender holder of any Convertible Note has the right, exercisable at any time after 90 days following the Effective Date, at its electiondate of original issuance thereof and prior to the close of business (New York time) on the date of the Convertible Note's maturity, to convert all the principal amount thereof (or part any portion thereof that is an integral multiple of the Note Amount $1,000) 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any at the initial Conversion Price of $_____ per share, subject to adjustment under certain circumstances, except that if a Convertible Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a Convertible Note, a holder must (1) complete and sign a notice of election to convert substantially in the Lender form set forth below, (in any name directed by 2) surrender the Lender) within three Convertible Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Noteholder surrenders a Convertible Note for conversion after the close of business days on the record date for the payment of Conversion Notice deliveryan installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date will be paid to the registered holder of such Convertible Note on such record date. In such event, such Convertible Note, when surrendered for conversion, must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the portion so converted. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Convertible Note is determined by dividing the principal amount of the Convertible Note converted by the Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. A Note in respect of which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below, exercising the Lender through option of such holder to require the DTC Direct Registration System (“DRS”)Company to purchase such Note, may be converted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. 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 above description of any subsidiary conversion of the BorrowerConvertible Notes is qualified by reference to, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 of the Note is hereby deleted subject in its entiretyentirety by, the more complete description thereof contained in the indenture.

Conversion. The Lender has A Holder of a Security may convert the right, Security into Common Stock at any time after until the Effective close of business on the Business Day immediately preceding the Stated Maturity; PROVIDED, HOWEVER, that if the Security is called for redemption or the Holder thereof exercises its right to require the Company to repurchase the Security upon a Change in Control, the Conversion Right will terminate at the close of business on the Business Day immediately preceding the Redemption Date or Repurchase Date, as the case may be, for such Security (unless the Company shall default in making the redemption or repurchase payment when due, in which case the Conversion Right shall terminate at its election, to convert all the close of business on the date such default is cured and such Security is redeemed or part repurchased). Any Security in respect of which a Repurchase Notice has been given may not be converted unless such Repurchase Notice has first been validly withdrawn in accordance with Section 5.09 of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”)Second Supplemental Indenture. The conversion price shall be initial Conversion Price is $0.013 9.6750 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 Stock, subject 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected adjustment in certain events described in the Indenture. This is equivalent to a Conversion Notice within 24 hours Rate of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the 103.3592 shares of Common Stock from any per $1,000 principal amount of Securities. No fractional shares of Common Stock will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price of the Common Stock on the Trading Day immediately preceding the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice and deliver such notice to the Lender Conversion Agent, (in b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents (including any name directed certification that may be required under applicable law) if required 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”) programAgent, and upon request of (d) pay any transfer or similar tax, if required. In case the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 surrender of the Securities Act of 1933for conversion shall be made during a Record Date Period, the Securities surrendered shall (except if this Security or portion hereof has been called for redemption on a Redemption Date or the Holder hereof exercises its right to require the Company to repurchase this Security upon a Change in Control on a Repurchase Date occurring, in either case, within such Record Date Period or on the Interest Payment Date immediately following the Record Date Period and, as amended (a result, the “Securities 2 Act”right to convert this Security would otherwise terminate within such Record Date Period if not exercised), be accompanied by payment in New York Clearing House or are effectively registered other funds acceptable to the Company of an amount equal to the interest payable on the Interest Payment Date immediately following such Record Date Period on the principal amount of this Security then being converted, PROVIDED, that if this Security or portion hereof has been called for redemption on a Redemption Date or is repurchasable upon a Change in Control on a Repurchase Date occurring, in either case, within any Record Date Period or on the Interest Payment Date immediately following the Record Date Period and, as a result, the right to convert this Security would otherwise terminate within such Record Date Period if not exercised and this Security is surrendered for conversion during such Record Date Period, then the Holder of this Security on such Interest Payment Date will be entitled to receive the interest accruing hereon from the Interest Payment Date immediately preceding the date of such conversion to such succeeding Interest Payment Date and the Holder of this Security who converts this Security or a portion hereof during such Record Date Period shall not be required to pay such interest upon surrender of this Security for conversion. Subject to the provisions of the preceding sentence and, in the case of a conversion within a Record Date Period, to the right of the Holder of this Security (or any Predecessor Security of record as of such Regular Record Date) to receive the related installment of interest to the extent and under the Securities Actcircumstances provided in the Indenture, no cash payment or adjustment is to be made on conversion for interest accrued hereon from the Borrower shall cause its transfer agent to electronically issue Interest Payment Date immediately preceding the day of conversion, or for dividends on the Common Stock issuable upon issued on conversion hereof. The Company shall thereafter deliver to the Lender through Holder the DTC Direct Registration System fixed number of shares of Common Stock (“DRS”)together with any cash adjustment, as provided in the Indenture) into which its Security is convertible and such delivery will be deemed to satisfy the Company's obligations to pay the principal amount of this Security. The Conversion Price is subject to adjustment as provided in the Indenture. No adjustment in the Conversion Price will be made until such adjustment would require an increase or decrease of at least one percent of such price, provided that any adjustment that would otherwise be made will be carried forward and taken into the account in the computation of any subsequent adjustment. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party (other than a consolidation or merger that does not result in any reclassification, conversion, exchange or cancellation of the Common Stock) or the conveyance, transfer, sale or lease of all or substantially all the property and assets of the Company, the Indenture shall be subject to equitable adjustments for stock splitsamended, stock dividends or rights offerings by without the Borrower relating to the Borrower’s securities or the securities consent of any subsidiary Holders of Securities, so that this Security, if then Outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and the property receivable upon such consolidation, merger, conveyance, transfer, sale or lease by a holder of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 number of shares of Common Stock of the Note Company into which this Security could have been converted immediately prior to such consolidation, merger, conveyance, transfer, sale or lease (assuming such holder of Common Stock is hereby deleted in its entiretynot a Constituent Person or an Affiliate of a Constituent Person, failed to exercise any rights of election and received per share the kind and amount of securities, cash and property received per share by a plurality of the Non-Electing Shares).

Conversion. The Lender has Subject to the rightnext two succeeding sentences, a Holder of a Note may convert it into Common Stock of the Company at any time after before the Effective close of business on October 17, 2008. If the Note is called for redemption, the Holder may convert it at any time before the close of business on the Business Day preceding the Redemption Date, at its election, . A Note in respect of which a Holder has delivered a Change of Control Repurchase Notice exercising the option of such Holder to convert all or part require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”)Indenture. The conversion price initial Conversion Price shall be $0.013 30.2512 per share of Common Stock (Stock, subject to adjustment in certain events described in the “Conversion Price”) at all timesIndenture. The Company shall pay a cash adjustment as provided in the Indenture in lieu of any fractional share of Common Stock. To convert a Note, a Holder must (1) complete and manually sign the conversion formula shall be as follows: Number notice below (or complete and manually sign a facsimile of shares receivable upon conversion equals such notice) and deliver such notice to the dollar conversion amount divided Conversion Agent, (2) surrender the Note duly signed and endorsed to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion PriceAgent, the Company or the Trustee and (4) pay any transfer or similar tax or payment detailed below, if required. A conversion notice (“Conversion Notice”) may be delivered Notes surrendered for conversion, other than those called for Provisional Redemption or Optional Redemption, during the period from the close of business on any Regular Record Date to Borrower by method the opening of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions business on the next succeeding Interest Payment Date shall be cashless and not require further accompanied by payment from the Lender. If no objection is delivered from the Borrower in New York Clearing House funds or other funds acceptable to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours Company of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion an amount equal 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 request of the Lender and provided that the shares interest to be issued received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion. No such payment will be required if the Notes are eligible called for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities 2 Act”), Provisional Redemption 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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar eventsOptional Redemption.” Section 4 of the Note is hereby deleted in its entirety.

Conversion. The Lender has A Holder of a Note may convert the right, at principal amount of such Note (or any time after the Effective Date, at its election, portion thereof equal to convert all $1,000 or part any integral multiple of the Note Amount $1,000 in excess thereof) 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 the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from at any conversion time prior to the Lender close of business on August 1, 2010; provided, however, that if the Note is submitted or presented for purchase pursuant to a Change of Control Notice, the conversion right will terminate at the close of business on the Business Day immediately preceding the Change of Control Payment Date for such Note or such earlier date as the Holder presents such Note for purchase (in any name directed by unless the Lender) within three (3) business days of Conversion Notice deliveryHolder withdraws its election pursuant to the Indenture). The Borrower represents that it initial Conversion Price is participating $15.525 per share, subject to adjustment under certain circumstances as provided in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon request Indenture. The number of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “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 of a Note is determined by dividing 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 subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 4 principal amount of the Note or portion thereof converted by the Conversion Price in effect on the Conversion Date. To convert a Note, 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 Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Change of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if the Change of Control Purchase Notice is hereby deleted withdrawn in accordance with the terms of the Indenture. As soon as practicable after the Conversion Date, the Company shall satisfy all of its entiretyConversion Obligations by delivering to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock. If the Company elects to satisfy the entire Conversion Obligation by Share Settlement, then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Notes to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date. If the Company elects to satisfy the entire Conversion Obligation by Cash Settlement, then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Notes to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period. If the Company elects to satisfy the Conversion Obligation in a Combined Settlement, then the Company will deliver to the Holder a Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. Upon receipt of the conversion notice from a Holder by the Company (1) if the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice; or (2) if the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time during the Settlement Notice Period. Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the Conversion Retraction Period by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period.