Common use of Right to Convert Clause in Contracts

Right to Convert. Subject to and upon compliance with the provisions of this Note, the Holder shall have the right, at the Holder's option, at any time prior to the close of business on the Final Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 5(a) and 5(b) or the Company shall have exercised its redemption rights under Section 2(b), such conversion right shall terminate with respect to the portion of this Note to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day prior to the later of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7(k) the applicable Repurchase Price or Optional Redemption Consideration unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount of this Note, or any portion of such principal amount which is at least $10,000 (or such lesser principal amount of this Note as shall be outstanding at such time), plus accrued and unpaid interest, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date plus (z) accrued and unpaid interest, if any, at the Default Rate on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 6(b); provided, however, that, if at any time this Note is converted in whole or in part pursuant to this Section 6(a), the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant hereto, then, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Company, in lieu of the shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have been converted to Common Stock under this Section 6. For purposes of Sections 6(e) and 6(f), whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this Note (or a portion hereof) or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of this Note.

Right to Convert. Subject to and upon compliance with the provisions of this Note, the Holder shall have the right, at the Holder's option, at any time prior to the close of business on the Final Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 5(a) 4.1 and 5(b) 4.2 or the Company shall have exercised its redemption rights under Section 2(b)1.1, such conversion right shall terminate with respect to the portion of this Note to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day prior to the later of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, and or (y) the date the Company pays or deposits in accordance with Section 7(k) 7.10 the applicable Repurchase Price or Optional Redemption Consideration Price unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount of this Note, or any portion of such principal amount which is at least $10,000 (or such lesser principal amount of this Note as shall be outstanding at such time), plus accrued and unpaid interest, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date plus (z) accrued and unpaid interestDefault Interest, if any, at the Default Rate on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 6(b)5.2; provided, however, that, if at any time this Note is converted in whole or in part pursuant to this Section 6(a)5.1 and after the Charter Amendment is effected or required to be effected in accordance with the Company’s obligations under the Note Purchase Agreement, the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant hereto, then, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Company, in lieu of the shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have been converted to Common Stock under this Section 6. Article V. For purposes of Sections 6(e) 5.5 and 6(f)5.6, whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this Note (or a portion hereof) or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of this Note.

Right to Convert. Subject to and upon compliance with At the provisions option of this Note, the Holder shall have the right, at the Holder's optionrespective Lenders, at any time prior and from time to time, the close of business on indebtedness evidenced by the Final Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 5(a) and 5(b) or the Company shall have exercised its redemption rights under Section 2(b), such conversion right shall terminate with respect to the portion of this Note to Notes may be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day prior to the later of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7(k) the applicable Repurchase Price or Optional Redemption Consideration unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount of this Note, or any portion of such principal amount which is at least $10,000 (or such lesser principal amount of this Note as shall be outstanding at such time), plus accrued and unpaid interest, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date plus (z) accrued and unpaid interest, if any, at the Default Rate on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 6(b); provided, however, that, if at any time this Note is converted in whole or in part pursuant to this Section 6(a)common stock of DynaGen or of RxBazaar, as a Lender may elect. If converted into stock of DynaGen, the Company does not converting Lender(s) shall assign to DynaGen the Loan being converted or, if the Loan is being converted only in part, the converting Lender(s) shall grant to DynaGen a last-out participation interest therein equal to the amount being converted and, in view of the fact that DynaGen is a guarantor of the Loans, DynaGen shall have available for issuance upon no rights whatsoever to participate in the administration of the Loan in which it may have such a participation interest or to receive payments thereunder unless and until the Loans have, from the perspective of the Lenders, been paid in full. If converted into stock of RxBazaar, the converting Lender(s) shall credit RxBazaar with the payment of the Obligations in the amount converted, with such payment to be allocated to principal, interest or expenses as the converting Lender(s) may elect. Any such conversion shall be effected as authorized follows. A Lender may elect to convert by giving the issuer an irrevocable written notice of election effective as of the date the notice is received by the issuer (a "Conversion Notice"). The Conversion Notice shall specify the amount of the Obligations being converted and, if a partial conversion, shall allocate the Obligations converted among principal, interest and unissued expenses outstanding. The price of the common stock that will be used in making this conversion shall be average closing bid price of the stock (as reported by Bloomberg, LP or, if not so reported, as reported in the over-the-counter market) for the three trading days next preceding the Conversion Date; provided, that if the common stock is not then publicly traded then the conversion price shall be the fair market value of the common stock as of the Conversion Date as determined in good faith by the issuer's board of directors. The shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant heretoshall be rounded up to the next whole share. The conversion shall be deemed effective on the Conversion Date, thenand within five (5) business days thereafter, at (i) the election issuer shall deliver to the converting Lender one or more certificates evidencing the resulting common shares of the Holder made by notice from issuer's stock, free of any encumbrance or restriction excepting only customary legends regarding securities law matters, and (ii) the Holder converting Lender shall deliver to the Company, this issuer (w) the original Note (or portion hereof as to which conversion has been requested), to the extent that sufficient marked "paid," if converted in full into shares of Common Stock are not then available for issuance upon conversionRxBazaar, shall be converted into the right to receive from the Company, in lieu of the shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) a formal written advice of the number of credit against the Loan, if converted in part into shares of Common Stock which the Company is unable to issue times RxBazaar, (y) the arithmetic average original Notes endorsed without warranty or recourse, if the Loans are converted in full into shares of DynaGen or (z) appropriate evidence of the Market Price for grant of a participation interest without warranty or recourse also in the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note Loan if converted as to which such payment is required to be made because in part into shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have been converted to Common Stock under this Section 6. For purposes of Sections 6(e) and 6(f), whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this Note (or a portion hereof) or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of this NoteDynaGen.

Right to Convert. Subject A holder of a Convertible Subordinated Note may convert such Convertible Subordinated Note into shares of Common Stock at any time during the periods and subject to and upon compliance with the conditions stated in paragraph 9 of the Convertible Subordinated Notes, subject to the provisions of this Note, the Holder shall have the right, at the Holder's option, at any time prior to the close of business on the Final Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 5(a) and 5(b) or the Company shall have exercised its redemption rights under Section 2(b), such conversion right shall terminate with respect to the portion of this Note to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day prior to the later of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7(k) the applicable Repurchase Price or Optional Redemption Consideration unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount of this Note, or any portion of such principal amount which is at least $10,000 (or such lesser principal amount of this Note as shall be outstanding at such time), plus accrued and unpaid interest, into that Article 12. The number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date plus (z) accrued and unpaid interest, if any, at the Default Rate on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 6(b); provided, however, that, if at any time this Note is converted in whole or in part pursuant to this Section 6(a), the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant hereto, then, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Company, in lieu of the shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have been converted to Common Stock under this Section 6. For purposes of Sections 6(e) and 6(f), whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this a Convertible Subordinated Note per $1,000 of Original Principal Amount thereof (or a portion hereofthe "Conversion Rate") or words of similar import, any determination required by such provision shall be made as if a sufficient number determined in accordance with the provisions of paragraph 9 of the Convertible Subordinated Notes. The initial Conversion Rate shall equal 25 shares of Common Stock were then available for issuance upon conversion per $1,000 of Original Principal Amount of Convertible Subordinated Notes, subject to adjustment as described in full this Article 12. A holder may convert a portion of the Original Principal Amount of a Convertible Subordinated Note if the portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Convertible Subordinated Note also apply to conversion of a portion of a Convertible Subordinated Note. The Trustee (or other conversion agent appointed by the Company) shall, on behalf of the Company, determine on a daily basis whether the Convertible Subordinated Notes shall be convertible as a result of the occurrence of an event specified above and, if the Convertible Subordinated Notes shall be convertible, the Trustee (or other conversion agent appointed by the Company) shall promptly deliver to the Company and the Trustee (if the Trustee is not the conversion agent) written notice thereof. Whenever the Convertible Subordinated Notes shall become convertible pursuant to the foregoing condition, the Company or, at the Company's request, the Trustee in the name and at the expense of the Company, shall notify the holders of the event triggering such convertibility in the manner provided herein, and, in connection with providing such notice, the Company will issue a press release containing information regarding the event triggering such convertibility or publish such information on the Company's then existing website or through such other public medium as the Company shall determine. Any notice so given shall be conclusively presumed to have been duly given, whether or not the holder receives such notice.

Right to Convert. Subject to and upon compliance with the provisions of this NoteSection 1 hereof, the Holder holder of this Security shall have the right, at the Holder's optionoption of such holder, at any time or from time to time to convert this Security or any portion thereof, in denominations of $1,000 principal amount or integral multiples thereof, into that number of fully paid and nonassessable whole shares (the "Conversion Shares") of Common Stock of the Company ("Common Stock") obtained by dividing (i) the aggregate principal amount of this Security being converted on such date by (ii) $4.1602, subject to adjustment as provided in this Section 4 (such ratio being the "Conversion Ratio"). Except as provided herein, no payment or adjustment shall be made upon conversion of this Security for interest accrued hereon or for dividends paid on Common Stock of the Company prior to the close of business on the Final Maturity Date record date for the determination of stockholders entitled to such dividends. Upon the conversion of any portion of this Security (except thatthe "Converted Security"), if the Holder shall have exercised repurchase rights under Sections 5(a) and 5(b) or the Company shall have exercised its redemption rights under Section 2(b), such conversion right shall terminate with respect pay to the portion holder of this Note to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day prior to the later of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7(k) the applicable Repurchase Price or Optional Redemption Consideration unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount of this Note, or any portion of such principal amount which is at least $10,000 (or such lesser principal amount of this Note as shall be outstanding at such time), plus accrued and unpaid interest, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date plus (z) Security accrued and unpaid interest, if any, at the Default Rate on the amount referred to in the immediately preceding clause (y) Converted Security, to the applicable Conversion Interest Payment Date by (2) the Conversion Price in effect on the applicable Conversion Datenext preceding such conversion; PROVIDED, by giving a Conversion Notice in the manner provided in Section 6(b); provided, howeverHOWEVER, that, with respect to any conversion of any Converted Security during any Extension Period, the holder of this Security shall not be entitled to receive accrued and unpaid interest on the Converted Security which is payable on any Interest Payment Date preceding such conversion if at any time this Note is converted in whole or in part pursuant to this Section 6(asuch Interest Payment Date occurred during such Extension Period (a "Special Interest Payment Date"), but shall be entitled to receive, in lieu thereof, at the Company does not have available for issuance upon election of the Company, either: (A) such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required as shall be equal to be issued pursuant hereto(x) the amount of such accrued and unpaid interest, then, at DIVIDED BY (y) the election Closing Price per share of the Holder made by Common Stock on the Trading Day (as defined below) on which the holder of this Security gives notice from the Holder to the CompanyCompany that it is effecting a conversion or, this Note if such notice is not given on a Trading Day, on the next succeeding Trading Day (or portion hereof as to which conversion has been requested)PROVIDED, to the extent that sufficient no fractional shares of Common Stock are or scrip representing any such fractional shares shall be issued and that the holder shall receive no consideration for the value of such fractional shares); or (B) a newly issued debt security of the Company (a "PIK Note") having an aggregate principal amount equal to the amount of such accrued and unpaid interest and having provisions substantially similar to those of this Security and a like tenor, except that interest shall be paid on such newly issued debt security at a rate per annum of 6.5% and such newly issued debt security shall be non-convertible; and PROVIDED, FURTHER, that the holder of this Security shall be entitled to receive accrued and unpaid interest payable on the Converted Security on a Special Interest Payment Date if the Company has given the holder notice of its election to redeem the Converted Security pursuant to Section 5. Any provision of this Security notwithstanding, PIK Notes will not then available for be issued, and may not be transferred, to any Person that, after giving effect to such issuance or transfer, does not hold PIK Notes having a principal amount of at least $15 million. The Conversion Shares, upon conversionconversion of this Security, when the same shall be issued in accordance with the terms hereof, shall be converted into the right to receive from the Company, in lieu of the fully paid and nonassessable shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which of the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Company is unable to issue times (y) the arithmetic average hands of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have been converted to Common Stock under this Section 6. For purposes of Sections 6(e) and 6(f), whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this Note (or a portion hereof) or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of this Noteholders thereof.

Right to Convert. Subject to and upon compliance with In lieu of exercising this Warrant in the provisions of this Note---------------- manner provided above in Section 2, the Holder holder hereof shall have the rightright to convert this Warrant (the "Conversion Right"), at the Holder's optionin whole or in part, at any time and from time to time after the closing of the Financing Event subject to the notice restrictions of Section 4 and prior to the close expiration date of business on the Final Maturity Date (except thatWarrant, if by the Holder shall have exercised repurchase rights under Sections 5(a) surrender of this Warrant and 5(b) or the Notice of Exercise form and the Investment Representation Statement attached hereto duly executed to the office of the Company shall have exercised its redemption rights under Section 2(b), such conversion right shall terminate with respect to the portion of this Note to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day prior to the later of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7(k) the applicable Repurchase Price or Optional Redemption Consideration unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount of this Note, or any portion of such principal amount which is at least $10,000 address set forth herein (or such lesser principal amount other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company), into Shares as provided in this Section 3. Upon exercise of this Note as Conversion Right, the holder hereof shall be outstanding at such time), plus accrued and unpaid interest, into entitled to receive that number of fully paid and non-assessable shares Shares of Common Stock (as such shares shall then be constituted) the Company equal to the quotient obtained by dividing [(1) A-B)(X)] by (A), where: A = the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date plus (z) accrued and unpaid interest, if any, at the Default Rate on the amount referred to initial price per share in the immediately preceding clause (y) to Financing Event. B = the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 6(b); provided, however, that, if at any time this Note is converted in whole or in part pursuant to this Section 6(a), the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least Warrant Price. X = the number of shares of Common Stock required to be issued pursuant hereto, then, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof Shares as to which conversion has been requested)this Warrant is being converted. If the above calculation results in a negative number, to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, no Shares shall be converted into the right to receive from the Company, in lieu of the shares of Common Stock into which this Note issued or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have been converted to Common Stock under this Section 6. For purposes of Sections 6(e) and 6(f), whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this Note (or a portion hereof) or words Warrant. Upon conversion of similar importthis Warrant in accordance with this Section 3, any determination required by such provision the registered holder hereof shall be made entitled to receive a certificate for the number of Shares determined in accordance with the foregoing, and a new Warrant in substantially identical form and dated as of such conversion for the purchase of that number of Shares equal to the difference, if a sufficient any, between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so converted. No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of Common Stock the resulting fractional share on the Conversion Date (as hereinafter defined). Shares issued pursuant to this Section 3 shall be treated as if they were then available for issuance issued upon conversion in full the exercise of this NoteWarrant.

Right to Convert. Subject to and upon compliance with the provisions (1) The holder of this Note, the Holder shall have the right, at the Holder's option, Security is entitled at any time and from time to time before the close of business on the Maturity Date (or, in case this Security is called for redemption or the holder hereof has exercised its right to require the Company to repurchase this Security or a portion hereof pursuant to Section 3 hereof, then in respect of this Security or such portion hereof, as the case may be, until and including, but (unless the Company defaults in making the payment due upon redemption or repurchase) not after, 12:00 p.m., New York City time, on the Redemption Date or the Repurchase Date, as the case may be), to convert all or any portion of the principal amount of this Security (in an amount no less than $1,000,000) into that number of fully paid and nonassessable shares of Common Stock of the Company equal to (i) the amount of principal to be so converted divided by (ii) $11.00 (or such price as adjusted if an adjustment has been made as provided below in this Section 2, the "Conversion Price"), by ---------------- surrender of this Security, duly endorsed or assigned to the Company or in blank to the Company at the Designated Office, accompanied by written notice to the Company (the "Conversion Notice") that the holder hereof irrevocably elects to ----------------- convert this Security (or if less than the entire principal amount hereof is to be converted, specifying the portion hereof to be converted). Notwithstanding the foregoing, unless the holder of this Security notifies the Company to the contrary, such holder shall be deemed for all purposes to have converted this Security, subject only to surrender of this Security against delivery of the Common Stock and cash payable for fractional shares issuable upon such conversion (which surrender may take place before or after the date of such deemed conversion, without affecting the validity thereof), (A) immediately prior to the close of business on the Final Maturity Date (except thatRedemption Date, if the Holder shall have exercised repurchase rights under Sections 5(athis Security is redeemed pursuant to Section 1 hereof, or (B) and 5(b) or the Company shall have exercised its redemption rights under Section 2(b), such conversion right shall terminate with respect immediately prior to the portion of this Note to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day prior to Maturity Date, in each case, if the later Closing Price of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7(k) the applicable Repurchase Price or Optional Redemption Consideration unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount of this Note, or any portion of such principal amount which is at least $10,000 (or such lesser principal amount of this Note as shall be outstanding at such time), plus accrued and unpaid interest, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date plus (z) accrued and unpaid interest, if any, at the Default Rate on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) Trading Day exceeds 115% of the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 6(b); provided, however, that, if at any time this Note is converted in whole or in part pursuant to this Section 6(a), the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant hereto, then, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Company, in lieu of the shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have been converted to Common Stock under this Section 6. For purposes of Sections 6(e) and 6(f), whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this Note (or a portion hereof) or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of this NotePrice.

Right to Convert. Subject to and upon compliance with In lieu of exercising this Warrant in the provisions of this Note---------------- manner provided above in Section 2, the Holder shall have the rightright to convert this Warrant, at the Holder's optionin whole or in part, at any time and from time to time after the closing of the IPO and prior to the close expiration date of business the Warrant, by the surrender of this Warrant and the Notice of Exercise form attached hereto duly executed to the office of the Company at the address set forth herein (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the Final Maturity Date (except thatbooks of the Company), if into Shares as provided in this Section 9. Upon exercise of this conversion right, the Holder holder hereof shall have exercised repurchase rights under Sections 5(a) and 5(b) or be entitled to receive that number of Shares of the Company shall have exercised its redemption rights under Section 2(bequal to the quotient obtained by dividing [(A -B)(X)] by (A), such conversion right shall terminate with respect where: A = the initial price per share to the portion public in the Financing Event. B = the Warrant Price. X = the number of Shares as to which this Warrant is being converted. If the above calculation results in a negative number, then no Shares shall be issued or issuable upon conversion of this Note to be repurchased or redeemed, as the case may be, at the close Warrant. Upon conversion of business on the last Trading Day prior to the later of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, and (y) the date the Company pays or deposits this Warrant in accordance with this Section 7(k) 2, the applicable Repurchase Price or Optional Redemption Consideration unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount of this Note, or any portion of such principal amount which is at least $10,000 (or such lesser principal amount of this Note as registered holder hereof shall be outstanding at such time), plus accrued and unpaid interest, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted entitled to the applicable Conversion Date plus (z) accrued and unpaid interest, if any, at the Default Rate on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving receive a Conversion Notice in the manner provided in Section 6(b); provided, however, that, if at any time this Note is converted in whole or in part pursuant to this Section 6(a), the Company does not have available certificate for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Warrant Stock required to be issued pursuant heretodetermined in accordance with the foregoing, then, at and a new Warrant in substantially identical form and dated as of such conversion for the election purchase of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient number of shares of Common Warrant Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Company, in lieu of the shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) difference, if any, between the number of shares of Common Warrant Stock which subject hereto and the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have been converted to Common Stock under this Section 6. For purposes of Sections 6(e) and 6(f), whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this Note (or a portion hereof) or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Warrant Stock were then available for issuance as to which this Warrant is so converted. No fractional shares shall be issuable upon conversion exercise of the Conversion Right, and, if the number of shares to be issued determined in full accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of this Note.the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of

Right to Convert. (a) Subject to and upon compliance with the provisions of this Note, the Holder shall have the right, at the Holder's optionSection 1.1, at any time prior or from time after the third anniversary of the Original Issue Date to and including the close of business on Expiration Date, the Final Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 5(a) and 5(b) or the Company shall have exercised its redemption rights under Section 2(b), such conversion right shall terminate with respect to the portion holder of this Note to be repurchased or redeemed, as Warrant shall also have the case may be, at the close of business on the last Trading Day prior to the later of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7(k) the applicable Repurchase Price or Optional Redemption Consideration unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) right to convert the principal amount of this Note, Warrant or any portion of such principal amount which is at least $10,000 thereof (or such lesser principal amount the "Conversion Right"), without payment by the holder of this Note as shall be outstanding at such timeWarrant of the Exercise Price in cash or any other consideration (other than the surrender of rights to receive Warrant Shares hereunder), plus accrued and unpaid interest, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of provided in this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion Section 1.2. Upon exercise of the principal amount Conversion Right with respect to a particular number of this Note being converted to Warrant Shares (the applicable Conversion Date plus (z) accrued and unpaid interest, if any, at the Default Rate on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 6(b); provided, however, that, if at any time this Note is converted in whole or in part pursuant to this Section 6(a"Converted Warrant Shares"), the Company does not have available for issuance upon such conversion as authorized and unissued shares shall deliver to the holder of this Warrant (without payment by the holder of this Warrant of the Exercise Price in cash or in its treasury at least any other consideration (other than the surrender of rights to receive Warrant Shares hereunder)) that number of shares of Common Stock required to be issued pursuant hereto, then, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Company, in lieu of the shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product quotient obtained by multiplying dividing: (x) the number difference between (i) the product of shares (A) the Current Market Price of a share of Common Stock which multiplied by (B) the Company is unable to issue times number of Converted Warrant Shares and (ii) the product of (A) the Exercise Price multiplied by (B) the number of the Converted Warrant Shares, in each case as of the Conversion Date (as defined by Section 1.2(b)), by (y) the arithmetic average of the Current Market Price for the of a share of Common Stock during on the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shallNo fractional Warrant Shares shall be issuable upon exercise of the Conversion Right, for all purposes and if the number of Warrant Shares to be issued determined in accordance with the following formula is other than a whole number, the Company shall pay to the holder of this Note, be deemed to be a payment of principal plus a premium Warrant an amount in cash equal to the total amount payable less Current Market Price of the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until resulting fractional Warrant Share on the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have been converted to Common Stock under this Section 6. For purposes of Sections 6(e) and 6(f), whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this Note (or a portion hereof) or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of this NoteConversion Date.

Right to Convert. Subject to and upon compliance with the provisions of this NoteAgreement, the Holder Xxxxxxxxx shall have the right, right at the Holder's option, at any time prior to the close of business on the Final Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 5(a) and 5(b) or the Company shall have exercised its redemption rights under Section 2(b), such conversion right shall terminate with respect to the portion of this Note to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day prior to the later of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7(k) the applicable Repurchase Price or Optional Redemption Consideration unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) option to convert the outstanding principal amount of this Note, or any portion of such principal amount which is at least $10,000 (or such lesser principal amount of this under the Note as shall be outstanding at such time), plus accrued and unpaid interest, into that number of fully paid and non-assessable shares of Common NorthTech Series "A" Preferred Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount under such Note surrendered for conversion by the Conversion Price (as defined below) in effect at such time. Automatic Conversion of the Note. Unless earlier converted pursuant to Section 3.05(a) above, the outstanding principal amount under the Note shall automatically be converted into that number of fully paid and non-assessable shares of NorthTech Series "A" Preferred Stock obtained by dividing the principal amount under the Note surrendered for conversion by the Conversion Price (as defined below) in effect at such time upon the closing of the Conversion Agreement. Exercise of Conversion Privilege; Issuance of Preferred Stock on Conversion; No Adjustments for Interest or Dividends. In order to exercise the right to conversion with respect to a Note, Xxxxxxxxx shall surrender the Note and shall give written notice of conversion to NorthTech that Xxxxxxxxx elects to convert the Note or the specified portion thereof specified in said notice. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of NorthTech Series "A" Preferred Stock which shall be issuable on such conversion shall be issued. As promptly as practicable, but in no event more than 15 Business Days after satisfaction of the requirements for conversion set forth above, NorthTech shall issue and shall deliver to Xxxxxxxxx, a certificate or certificates for the number of full shares issuable upon the conversion of the Note in accordance with the provisions of this subsection (c) and a check or cash in respect of any fractional interest in respect of a share of NorthTech Series "A" Preferred Stock arising upon such conversion, as provided below. In case the Note is surrendered by Xxxxxxxxx for partial conversion, NorthTech shall execute and deliver to the holder of the Note so surrendered, without charge, a new Note or portion thereof being converted plus (y) accrued and unpaid interest on Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of this surrendered Note. Each conversion shall be deemed to have been effected as to any such Note being converted to (or the applicable Conversion Date plus (zspecified portion thereof) accrued and unpaid interest, if any, at the Default Rate on the amount referred to date on which the requirements set forth above in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 6(b); provided, however, that, if at any time this Note is converted in whole or in part pursuant to this Section 6(a), the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock Agreement required to be issued pursuant hereto, then, at satisfied by the election of the Holder made by notice from the Holder holder have been satisfied as to the Company, this such Note (or portion hereof as to which conversion has been requestedthereof), to and the extent that sufficient person whose name any certificate or certificates for shares of Common NorthTech Series "A" Preferred Stock are not then available for issuance upon conversion, shall be converted into issuable upon such conversion shall be deemed to have become on said date the right to receive from the Company, in lieu holder of record of the shares of Common Stock into which this Note represented thereby. No fractional shares or such portion hereof would otherwise scrip representing fractional shares shall be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have been converted to Common Stock under this Section 6. For purposes of Sections 6(e) and 6(f), whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable issued upon conversion of this Notes. If any fractional share of stock would be issuable upon the conversion of any Note (or a portion hereof) or words of similar importNotes, any determination required by such provision NorthTech shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion make an adjustment therefore in full of this Notecash at the current fair market value thereof.

Right to Convert. Subject to and upon compliance (a) (i) At any time after the Merger Agreement has been terminated without consummation of the Merger (the “Termination Event”), or (ii) in connection with the provisions closing of the Merger , in each case upon not less than three (3) Business Days’ prior written notice, the holder of any Notes may convert any or all of such holder’s Notes into shares of Class A Common Stock at the Conversion Rate (as defined below); provided, that, in the event of a conversion in connection with the closing of the Merger, such conversion shall occur immediately prior to the Effective Time (as defined in the Merger Agreement). If, following the Termination Event, all required regulatory approvals to the issuance of such Class A Common Stock have not been obtained within three (3) Business Days after any notice of conversion is given by the Purchaser, the Company will use its reasonable best efforts to obtain, and pursuant to Section 6.3, cooperate with the Purchaser and its Affiliates to obtain, such regulatory approvals, and the Purchaser may convert any or all of the Notes at such time as may be designated by the Purchaser after all such regulatory approvals have been obtained. In the event of a Change of Control (other than in connection with the Merger and the transactions contemplated by the Merger Agreement), the holder of this Note, the Holder Note shall have the right, at the Holder's holder’s option, at any time prior to the close of business on the Final Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 5(ai) and 5(b) or require the Company shall have exercised its redemption rights under Section 2(b), such conversion right shall terminate with respect to the portion of repurchase this Note to be repurchased (including any portion thereof which is $1,000 in principal amount or redeemed, as the case may be, any integral multiple of $1,000) at the close a repurchase price of business on the last Trading Day prior to the later 100% of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7(k) the applicable Repurchase Price or Optional Redemption Consideration unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount and any accrued but unpaid interest under this Note or (ii) if all required regulatory approvals to the issuance of this NoteClass A Common Stock have been obtained, or any portion immediately prior to such Change of such principal amount which is at least $10,000 (or such lesser Control, convert the aggregate principal amount of this Note as shall be outstanding at such time), plus accrued and unpaid interest, into that number of fully paid and non-assessable shares of Class A Common Stock (as such shares shall then at the Conversion Rate. In the event that the Class A Common Stock ceases to be constituted) obtained by dividing (1) listed on the sum of (x) Nasdaq, The Nasdaq Capital Market, The Nasdaq Global Market or the principal amount New York Stock Exchange, the holder of this Note or shall have the right, at the holder’s option, to require the Company to repurchase such holder’s Note (including any portion thereof being converted plus (ywhich is $1,000 in principal amount or any integral multiple of $1,000) accrued and unpaid interest on the portion at a repurchase price of 100% of the principal amount and any accrued but unpaid interest under this Note. The initial conversion rate for the Notes will be 714.2857 shares of this Note being converted Class A Common Stock for each $1,000 of principal (the “Conversion Rate”), subject to the applicable Conversion Date plus (z) accrued and unpaid interest, if any, at the Default Rate on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided adjustment as set forth in Section 6(b)10.4; provided, however, that, if at any time this Note is converted that in whole or in part no event other than as adjusted pursuant to this Section 6(a10.4(a)(iii), will the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of Conversion Rate be less than 714.2857 shares of Class A Common Stock required to be issued pursuant hereto, then, at the election for each $1,000 of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Company, in lieu of the shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have been converted to Common Stock under this Section 6. For purposes of Sections 6(e) and 6(f), whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this Note (or a portion hereof) or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of this Noteprincipal.

Right to Convert. Subject to and upon compliance with the provisions of this Note, the Holder shall have the right, at the Holder's ’s option, at any time prior to the close of business on the Final Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 5(a) 5.1 and 5(b) 5.2 or the Company shall have exercised its redemption rights under Section 2(b)2.1, such conversion right shall terminate with respect to the portion of this Note to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day prior to the later of (x) the Optional Redemption Date or the date the Company is required to make such repurchaserepurchase or the Optional Redemption Date, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7(k) 7.10 the applicable Repurchase Price or the Optional Redemption Consideration Price unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount of this Note, or any portion of such principal amount which is at least $10,000 1,000 (or such lesser principal amount of this Note as shall be outstanding at such time), plus accrued and unpaid interest, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date plus (z) accrued and unpaid interestDefault Interest, if any, at the Default Rate on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 6(b)6.2; provided, however, that, if at any time this Note is converted in whole or in part pursuant to this Section 6(a)6.1, the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant hereto, then, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Company, in lieu of the shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have been converted to Common Stock under this Section 6Article VI. For purposes of Sections 6(e) 6.5 and 6(f)6.6, whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this Note (or a portion hereof) or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of this Note.

Right to Convert. (i) Subject to and upon compliance with the provisions of this NoteSection 7, the Holder each holder of shares of Series B Preferred Stock shall have the right, at the Holderany time and from time to time, at such holder's option, at any time prior to the close of business on the Final Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 5(a) and 5(b) or the Company shall have exercised its redemption rights under Section 2(b), such conversion right shall terminate with respect to the portion of this Note to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day prior to the later of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7(k) the applicable Repurchase Price or Optional Redemption Consideration unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount of this Note, any or any portion all of such principal amount which is at least $10,000 (holder's shares of Series B Preferred Stock, in whole or such lesser principal amount of this Note as shall be outstanding at such time), plus accrued and unpaid interestin part, into that number of fully paid and non-assessable shares of Common Stock at the conversion price equal to the "INITIAL CONVERSION PRICE" per share of Common Stock (as such defined below), subject to adjustment as described in Section 7(c) (as adjusted, the "CONVERSION PRICE"). The number of shares of Common Stock into which a share of the Series B Preferred Stock shall then be constitutedconvertible (calculated as to each conversion to the nearest 1/1,000,000th of a share) obtained shall be determined by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date plus (z) accrued and unpaid interest, if any, Liquidation Value in effect at the Default Rate on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date time of conversion by (2) the Conversion Price in effect on at the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 6(b)time of conversion; provided, however, that, if at any time this Note is converted in whole or in part pursuant to this Section 6(a), the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant hereto, then, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), except to the extent that sufficient shares a dividend pursuant to Section 3(a)(ii), (iii) or (iv) has been declared in respect of Common Stock are not then available for issuance upon conversionthe Dividend Period during which conversion occurs and conversion occurs after the relevant Dividend Payment Record Date, shall be converted into the right to receive from the Company, Liquidation Value in lieu respect of the shares of Common Series B Stock into which this Note or such portion hereof would otherwise to be converted and which the Company is unable to issue, payment in shall be increased by an amount equal to the product obtained unrecognized accretion from the immediately preceding Dividend Payment Date up to but not including the date of conversion. The "INITIAL CONVERSION PRICE" shall be an amount equal to the quotient of $7,600,000,000, divided by multiplying (x) the number of shares of Common Stock which the Company is unable to issue times (y) the arithmetic average Initial Fully Diluted Shares Outstanding (as defined below). The Corporation will prepare a schedule calculating the Initial Conversion Price and present this schedule to the initial holders within 15 Business Days after December 31, 2000. If the initial holders concur with such schedule as prepared by the Corporation or otherwise do not respond within 10 Business Days following receipt, the Initial Conversion Price will be as set forth therein. If the initial holders dispute the calculation of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have been converted to Common Stock under this Section 6. For purposes of Sections 6(e) and 6(f), whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this Note (or a portion hereof) or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of this Note.Initial Conversion

Right to Convert. Subject to and upon compliance with the provisions of this Note, the Holder shall have the right, at the Holder's ’s option, at any time prior to the close of business on the Final Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 5(a) and 5(b) Section 5 or the Company shall have exercised its redemption rights under Section 2(b2(a), such conversion right shall terminate with respect to the any portion of this Note to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day prior to the later of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7(k) the applicable Repurchase Price or Optional Redemption Consideration Price unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount of this Note, or any portion of such principal amount which is at least $10,000 100,000 (or such lesser principal amount of this Note as shall be outstanding at such time), plus accrued and unpaid interest, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date plus (z) accrued and unpaid interest, if any, at the Default Rate on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 6(b); provided, however, that, if at any time this Note is converted in whole or in part pursuant to this Section 6(a), the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant hereto, then, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Company, in lieu of the shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for of the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have been converted to Common Stock under this Section 6. For purposes of Sections 6(e6(d) and 6(f6(e), whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this Note (or a portion hereof) or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of this Note.

Right to Convert. Subject to the terms and upon compliance with the provisions conditions of this NoteSection 5A, the Holder holder of any share or shares of Series Q Preferred Stock shall have the right, at the Holder's optionbe entitled, at any time prior and from time to time, to convert any such shares of Series Q Preferred Stock into the number of fully paid and nonassessable whole shares of Common Stock obtained by multiplying the number of shares of Series Q Preferred Stock to be converted by the Liquidation Preference per share and dividing the result by the initial conversion price of $1.10 per share or, if there has been an adjustment of the initial conversion price, by the conversion price as last adjusted and in effect at the date any share or shares of Series Q Preferred Stock are surrendered for conversion (such price, or such price as last adjusted, being referred to herein as the “Conversion Price”). Such rights of conversion shall be exercised by the holder thereof by surrender of a certificate or certificates for the shares to be converted (or if lost, a Certificate of Lost Affidavit attesting to the loss of the certificate(s) representing the Series Q Preferred Stock shares), to the Company at its principal office and to the Company’s transfer agent (or such other office or agency of the Company as the Company may designate by notice in writing to the holder or holders of the Series Q Preferred Stock) at any time during their usual business hours on the date set forth in such notice, together with a properly completed notice of conversion in the form attached to the Series Q Preferred Stock certificate with a statement of the name or names (with address), in which the certificate or certificates for shares of Common Stock, shall be issued (subject to compliance with applicable laws to the extent such designation shall involve a transfer). Such conversion shall be deemed to have been effected and the Conversion Price shall be determined as of the close of business on the Final Maturity Date (except that, if the Holder date on which such written notice shall have exercised repurchase rights under Sections 5(a) been received by the Company and 5(b) the Company’s transfer agent and the certificate or certificates for such shares of Series Q Preferred Stock shall have been surrendered as aforesaid. Within five Business Days following receipt of such certificates, the Company shall have exercised its redemption rights under Section 2(b)issue and deliver, such conversion right shall terminate with respect or cause to be issued and delivered, to the portion of this Note holder, registered in such name or names as such holder may direct (subject to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day prior compliance with applicable laws to the later of (xextent such designation shall involve a transfer) the Optional Redemption Date a certificate or the date the Company is required to make such repurchase, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7(k) the applicable Repurchase Price or Optional Redemption Consideration unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount of this Note, or any portion of such principal amount which is at least $10,000 (or such lesser principal amount of this Note as shall be outstanding at such time), plus accrued and unpaid interest, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date plus (z) accrued and unpaid interest, if any, at the Default Rate on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 6(b); provided, however, that, if at any time this Note is converted in whole or in part pursuant to this Section 6(a), the Company does not have available certificates for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant hereto, then, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Company, in lieu of the shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have been converted to Common Stock under this Section 6. For purposes of Sections 6(e) and 6(f), whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the whole shares of Common Stock issuable upon the conversion of this Note such share or shares of Series Q Preferred Stock. No conversion of the Series Q Preferred Stock may be effected by the holders thereof or by the Company pursuant to Section 5 hereof unless and until the issuance of the Common Stock upon conversion of the Series Q Preferred Stock has been approved by the stockholders of the Company in compliance with Nasdaq Marketplace Rule 4350(i)(1) and Regulation 14C under the Securities Exchange Act of 1934, as amended (or the “Exchange Act”). If such stockholder approval is not effective within 120 days following the Closing Date (the “Approval Deadline”), then the Company will make pro rata payments to each holder of Series Q Preferred Stock, as liquidated damages and not as a portion hereofpenalty, in an amount equal to one percent (1%) or words of similar import, any determination required the aggregate purchase price paid for the Series Q Preferred Stock then held by such provision holder (which amount shall include the original purchase price paid by such holder pursuant to the Series Q Preferred Stock Purchase Agreement for the Series Q Preferred Stock) for each 30-day period or pro rata for any portion thereof following the Approval Deadline until such stockholder approval is effective. Such payments shall be in partial compensation to the holders, and shall not constitute the holders’ exclusive remedy for such events. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) business days of the last day of each month following the Approval Deadline until such stockholder approval is effective. Such payments shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion to each holder in full of this Notecash.

Right to Convert. Subject to and upon compliance with the ---------------- provisions of this NoteIndenture, including, without limitation, Article Four, the Holder holder of any Note shall have the right, at the Holder's its option, at any time prior to after the original issuance of the Notes hereunder through the close of business on the Final Maturity Date final maturity date of the Notes (except that, if the Holder shall have exercised repurchase rights under Sections 5(a) and 5(b) or the Company shall have exercised its redemption rights under Section 2(b), such conversion right shall terminate with respect to the any Note or portion of this a Note to that shall be repurchased called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or redeemed, as the case may beSection 3.4, at the close of business on the last Trading Business Day prior to the later of (x) the Optional Redemption Date or next preceding the date the Company is required to make fixed for redemption of such repurchase, as the case may be, and (y) the date the Company pays Note or deposits in accordance with Section 7(k) the applicable Repurchase Price or Optional Redemption Consideration portion of a Note unless in any such case the Company shall default in payment due upon repurchase or redemption hereofthereof) to convert the principal amount of this any such Note, or any portion of such principal amount which is $1,000 or an integral multiple thereof. The Notes will be convertible at least $10,000 (or such lesser principal amount the Conversion Rate, determined as hereinafter provided, in effect at the time of this Note as shall be outstanding at such time), plus accrued and unpaid interest, conversion into that number of fully paid and non-assessable shares of Common Stock of the Company (as such shares shall then be constituted) obtained ), by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion surrender of the principal amount of this Note being converted so to the applicable Conversion Date plus (z) accrued and unpaid interest, if any, at the Default Rate on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 6(b); provided, however, that, if at any time this Note is be converted in whole or in part pursuant to this in the manner provided, together with any required funds, in Section 6(a)15.2. Notwithstanding the foregoing, in lieu of issuing shares of the Company's Common Stock upon conversion, the Company does not may elect to pay cash, but only with 30 days' prior written notice to all holders of Notes. If the Company elects to convert the Notes into cash, it will pay the holder of the Notes an amount equal to 105% of the value of the Common Stock the holder would have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least received had the number of Notes been converted into shares of the Company's Common Stock. For this purpose, the value of the Common Stock required to will be issued pursuant hereto, then, at based on the election of the Holder made by notice from the Holder to last reported sale price for the Company, this Note (or portion hereof as to which 's Common Stock on the date of conversion has been requested), to the extent that sufficient unless shares of such Common Stock are not then available approved for issuance quotation on the Nasdaq National Market or any similar United States system of automated dissemination of quotations of securities prices, in which case such value will be based on the good faith estimate of the Company's Board of Directors. A Note in respect of which a holder is exercising its option to require redemption upon conversion, shall a Fundamental Change pursuant to Section 3.5 may be converted into the right only if such holder withdraws its election to receive from the Company, exercise in lieu accordance with Section 3.5. A holder of the shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder Notes is not entitled to any rights of a holder of Common Stock until the Holder such holder has converted this Note his Notes to Common Stock, and only to the extent this Note is such Notes are deemed to have been converted to Common Stock under this Section 6. For purposes of Sections 6(e) and 6(f), whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this Note (or a portion hereof) or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of this NoteArticle Fifteen.