Common use of Conversion of Note Clause in Contracts

Conversion of Note. (a) Subject to and upon compliance with the provisions hereof, the Holder shall have the right, at the Holder's option, to convert all or any part of the unpaid principal amount of this Note plus the accrued and unpaid interest thereon into the Common Stock, par value $0.01 per share, of Borrower ("Common Stock") at a price equal to One United States Dollar ($1.00) per share (the "Conversion Price"). The Conversion Price shall be subject to adjustment in certain events as set forth in Section 5 hereof. (b) In order to exercise the conversion privilege, the Holder shall surrender this Note, appropriately endorsed, to Borrower at its principal office and provide written notice to Borrower (i) stating that the Holder elects to convert this Note or a stated portion thereof and (ii) setting forth the name or names (with address) in which the certificate or certificates for the shares of Common Stock issuable on such conversion shall be issued. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice shall have been received by Borrower and the person in whose name the certificate for the shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time on such date. As soon as reasonably possible after, and in any event within fifteen (15) business days following, the receipt of such notice, Borrower shall issue and deliver to the Holder a certificate or certificates for the shares of Common Stock issuable upon the conversion of this Note. Upon conversion of this Note in part, (A) the amount converted shall be deemed to consist of, first, accrued interest including default interest, and second, principal; and

Conversion of Note. (a) Subject to and upon compliance with Upon the provisions hereofconversion of a Note or part thereof, the Holder shall have the rightCompany shall, at the Holder's optionits own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to convert all or any part of the unpaid principal amount of this Note plus the accrued and unpaid interest thereon into the Common Stock, par value $0.01 per share, of Borrower ("Common Stock") at a price equal to One United States Dollar ($1.00) per share (the "Conversion Price"). The Conversion Price shall be subject to adjustment in certain events as set forth in Section 5 hereof. (b) In order to exercise the conversion privilege, the Holder shall surrender this Note, appropriately endorsed, to Borrower at its principal office and provide written notice to Borrower (i) stating assure that the Holder elects to convert this Note or a stated portion thereof and (ii) setting forth Company's transfer agent shall issue stock certificates in the name of Subscriber (or names (with addressits permitted nominee) in which the certificate or certificates for the shares of Common Stock issuable on such conversion shall be issued. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice shall have been received other persons as designated by Borrower and the person in whose name the certificate for the shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time on such date. As soon as reasonably possible after, Subscriber and in any event within fifteen (15) business days following, such denominations to be specified at conversion representing the receipt number of such notice, Borrower shall issue and deliver to the Holder a certificate or certificates for the shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the conversion transfer agent of the Company's Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when Subscriber sells the Shares, assuming (i) a registration statement including such Shares for registration, filed with the Commission is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Shares without restrictive legend and the Shares will be free-trading, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely, if pursuant to Rule 144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion. (b) Subscriber will give notice of its decision to exercise its right to convert the Note, interest, or part thereof by telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or otherwise pursuant to Section 13(a) of this NoteAgreement. Upon conversion Subscriber will not be required to surrender the Note until the Note has been fully converted or satisfied. Each date on which a Notice of this Note Conversion is telecopied to the Company in partaccordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET, (Athen the next business day) the amount converted shall be deemed a “Conversion Date.” The Company will itself or cause the Company’s transfer agent to consist oftransmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion of the Note to Subscriber via express courier for receipt by Subscriber within four (4) business days after the Conversion Date (such fourth day being the “Delivery Date”). In the event the Conversion Shares are electronically transferable, firstthen delivery of the Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber. A Note representing the balance of the Note not so converted will be provided by the Company to Subscriber if requested by Subscriber, accrued provided Subscriber delivers the original Note to the Company. (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively, later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. As compensation to Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note, the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount and interest including (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered not to exceed a maximum of 15% of the principal amount outstanding on the Note. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the Company fails for any reason to effect delivery of the Conversion Shares within seven (7) business days after the Delivery Date or make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the damages payable in connection with the Company’s default interest, and second, principal; andshall be payable through the date notice of revocation or rescission is given to the Company.

Conversion of Note. (a) Subject Notwithstanding anything to and upon compliance with the provisions hereofcontrary, express or implied, contained in this Note, if at any time prior to the Maturity Date, the Holder Maker or another “Issuer” (as defined in the Purchase Agreement) consummates an “Approved Public Listing” (as defined in the Purchase Agreement), this Note and all other Purchase Notes shall have automatically, and without any further action on the right, at the Holder's option, to convert all or any part of the unpaid principal amount Maker or other Issuer, on one hand, or the Holder of this Note plus and/or other holders of other Purchase Notes (together with the accrued and unpaid interest thereon Holder, the “Noteholders”), on the other hand, convert into shares of the non-voting Class B Common Stock, par value $0.01 per share, Stock of Borrower the Maker ("Common Stock") at a price equal to One United States Dollar ($1.00) per share (the "Conversion Price"). The Conversion Price shall be subject to adjustment in certain events as set forth in Section 5 hereofits amended and restated certificate of incorporation) or shares of non-voting common stock of any other Issuer, at a conversion price equal to the closing day market price of the Issuer’s common stock on the first trading day that the automatic conversion of this Note and the other Purchase Notes is announced formally to the public (the “Conversion Price”); which announcement may be included in the final registration statement and prospectus declared effective by the Securities and Exchange Commission (a “Conversion Event”). (b) In order to exercise the conversion privilegeevent that such Conversion Event shall occur, the Holder shall surrender this NoteMaker or other Issuer shall, appropriately endorsednot later than ten (10) Business Days following such Conversion Event, to Borrower at its principal office and provide written notice to Borrower (i) stating that the Holder elects to convert this Note or a stated portion thereof and (ii) setting forth the name or names (with address) in which the certificate or certificates for the shares of Common Stock issuable on such conversion shall be issued. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice shall have been received by Borrower and the person in whose name the certificate for the shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time on such date. As soon as reasonably possible after, and in any event within fifteen (15) business days following, the receipt of such notice, Borrower shall issue and deliver to the Holder of this Note a stock certificate or certificates for the evidencing that number of shares of Common Stock issuable upon common stock of the conversion Maker or other Issuer as shall be determined by dividing (i) the then unpaid Principal Amount of this Note. Upon conversion of , together with all interest at the Interest Rate accrued hereon, by (ii) the Conversion Price; at which time this Note in part, (A) the amount converted shall be deemed to consist ofbe cancelled and without any further force or effect. (c) Promptly following the occurrence of a Conversion Event, firstthe Issuer shall register for resale under the Securities Act of 1933, accrued interest including default interestas amended, and seconda portion of the Conversion Shares for the benefit of the Noteholders, principal; andall as contemplated by the Registration Rights Agreement referred to in the Purchase Agreement

Conversion of Note. (a) Subject to and On or after the Due Date or upon compliance with an effective registration of the provisions hereofCompany's stock, the Holder shall have the right, at the Holder's option, to Payee may convert all or any part of the unpaid remaining principal amount balance, plus accrued interest, of this Note plus the accrued and unpaid interest thereon into the Common Stockcommon stock, par value $0.01 0.001 per share, of Borrower the Company (the "Common Stock"). In the event of a conversion, the number of shares of the Common Stock to be issued shall be determined by dividing (i) at the unpaid principal balance of this Note, plus any accrued interest by (ii) eighty percent (80%) of the average of the lowest three closing bid prices in past 20 trading days immediately preceding any such conversion. All such Common Stock conversions shall not exceed 4.99% of the then outstanding Common Stocks of the Company. If this Note is surrendered for conversion, it shall be duly endorsed, or be accompanied by a price written instrument of transfer in a form satisfactory to the Company duly executed by the holder of this Note. For convenience, the conversion of all or a portion, as the case may be, of the principal, plus accrued interest, of this Note into the Common Stock is hereinafter sometimes referred to as the conversion of this Note. In the event that this Note is converted in part only, upon such conversion the Company shall execute and deliver to the Payee, without service charge, a new Note or Notes, of any authorized denomination or denominations as requested by the Payee, in aggregate principal amount equal to One United States Dollar ($1.00) per share (and in exchange for the "Conversion Price"). The Conversion Price shall be subject to adjustment in certain events as set forth in Section 5 hereofunconverted portion of the principal and accrued interest of the Note so surrendered. (b) In order to exercise As promptly as practicable after the conversion privilegesurrender, the Holder shall surrender this Noteas herein provided, appropriately endorsed, to Borrower at its principal office and provide written notice to Borrower (i) stating that the Holder elects to convert of this Note or a stated portion thereof and (ii) setting forth in proper form for conversion, the name or names (with address) in which the Company shall deliver a certificate or certificates for representing the number of fully paid and nonassessable shares of the Common Stock issuable on into which this Note (or portion thereof) may be converted in accordance with the provisions of this Note. Subject to the following provisions of this Paragraph 3, such conversion shall be issued. Such conversion shall be deemed to have been effected made immediately prior to the close of business on the date that this Note or portion thereof shall have been surrendered for conversion, accompanied by written notice, so that the rights of the Payee as holders thereof shall cease with respect to this Note (or the portion thereof being converted) at such time, and the person or persons entitled to receive the shares of the Common Stock upon conversion of this Note or portion thereof shall be treated for all purposes as having become the record holder of such shares of the Common Stock at such time. Provided, however, that no such surrender on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of the Common Stock upon such conversion as the record holder or holders of such shares of the Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of the Common Stock as the record holder or holders thereof for all purposes immediately prior to the close of the business on the next succeeding day on which such notice shall have been received by Borrower and the person in whose name the certificate for the stock transfer books are open. Vantage Point Convertible Note Initials _________ __________ (c) No fractional shares of Common Stock or scrip representing fractional shares shall be issuable upon such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time on such date. As soon as reasonably possible after, and in any event within fifteen (15) business days following, the receipt of such notice, Borrower shall issue and deliver to the Holder a certificate or certificates for the shares of Common Stock issuable issued upon the conversion of this Note. Upon If more than one Note shall be surrendered for conversion at one time by the Payee, the number of full shares issuable upon conversion thereof shall be computed on the outstanding shares of the Common Stock, or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Payee shall have the right thereafter to convert this Note into the kind and amount of shares of stock of the Company or of such successor or purchasing corporation and other securities and property receivable upon such reclassification, change, consolidation, merger, sale, or conveyance by the Payee of the number of shares of Common Stock into which this Note might have been converted immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. The provisions of this paragraph shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales, or conveyances. (e) The Company covenants that it will at times reserve and keep available out of its authorized Common Stock solely for the purpose of issue upon conversion of this Note in partas herein provided, such number of shares of the Common Stock as shall then be issuable upon the conversion of unpaid balance, including accrued interest, of this Note. The Company covenants that a]l shares of the Common Stock which shall be so issuable shall, when issued, be duly and validly issued and fully paid and nonassessable. (Af) The Company covenants that upon conversion of this Note as herein provided, there will be credited to the Common Stock stated capital from the consideration for which the shares of the Common Stock issuable upon such conversion are issued an amount per share of the Common Stock so issued as determined by the Board of Directors, which amount shall not be less than the amount converted required by law and by the Company's Articles of Incorporation, as amended, as in effect on the date of such conversion. For the purposes of this covenant, the principal amount of the Note converted, less the amount of cash paid in lieu of the issuance of fractional shares of such conversion, shall be deemed to consist be the amount of consideration for which the shares of the Common Stock issuable upon such conversion are issued. (g) The issuance of certificates for shares of the Common Stock upon the conversion of this Note shall be made without charge to the Payee so converting for any tax in respect of the issuance of such certificates, and such certificates shall be issued in the name of, firstor in such names as may be directed by, accrued interest including default interestthe Payee; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in the name other than that of the Payee, and second, principal; andthe Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. Vantage Point Convertible Note Initials _________ __________

Conversion of Note. (a) Subject to and On or after the Due Date or upon compliance with an effective registration of the provisions hereofCompany’s stock, the Holder shall have the right, at the Holder's option, to Payee may convert all or any part of the unpaid remaining principal amount balance, plus accrued interest, of this Note plus the accrued and unpaid interest thereon into the Common Stockcommon stock, par value $0.01 0.001 per share, of Borrower the Company ("the “Common Stock"”). In the event of a conversion, the number of shares of the Common Stock to be issued shall be determined by dividing (i) at the unpaid principal balance of this Note, plus any accrued interest by (ii) eighty percent (80%) of the average of the lowest three closing bid prices in past 20 trading days immediately preceding any such conversion. All such Common Stock conversions shall not exceed 4.99% of the then outstanding Common Stocks of the Company. If this Note is surrendered for conversion, it shall be duly endorsed, or be accompanied by a price written instrument of transfer in a form satisfactory to the Company duly executed by the holder of this Note. For convenience, the conversion of all or a portion, as the case may be, of the principal, plus accrued interest, of this Note into the Common Stock is hereinafter sometimes referred to as the conversion of this Note. In the event that this Note is converted in part only, upon such conversion the Company shall execute and deliver to the Payee, without service charge, a new Note or Notes, of any authorized denomination or denominations as requested by the Payee, in aggregate principal amount equal to One United States Dollar ($1.00) per share (and in exchange for the "Conversion Price"). The Conversion Price shall be subject to adjustment in certain events as set forth in Section 5 hereofunconverted portion of the principal and accrued interest of the Note so surrendered. (b) In order to exercise As promptly as practicable after the conversion privilegesurrender, the Holder shall surrender this Noteas herein provided, appropriately endorsed, to Borrower at its principal office and provide written notice to Borrower (i) stating that the Holder elects to convert of this Note or a stated portion thereof and (ii) setting forth in proper form for conversion, the name or names (with address) in which the Company shall deliver a certificate or certificates for representing the number of fully paid and nonassessable shares of the Common Stock issuable on into which this Note (or portion thereof) may be converted in accordance with the provisions of this Note. Subject to the following provisions of this Paragraph 3, such conversion shall be issued. Such conversion shall be deemed to have been effected made immediately prior to the close of business on the date on which such notice that this Note or portion thereof shall have been received surrendered for conversion, accompanied by Borrower written notice, so that the rights of the Payee as holders thereof shall cease with respect to this Note (or the portion thereof being converted) at such time, and the person in whose name the certificate for or persons entitled to receive the shares of the Common Stock shall be issuable upon such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time on such date. As soon as reasonably possible after, and in any event within fifteen (15) business days following, the receipt of such notice, Borrower shall issue and deliver to the Holder a certificate or certificates for the shares of Common Stock issuable upon the conversion of this Note. Upon conversion of this Note in part, (A) the amount converted or portion thereof shall be deemed treated for all purposes as having become the record holder of such shares of the Common Stock at such time. Provided, however, that no such surrender on any date when the stock transfer books of the Company shall be closed shall be effective to consist ofconstitute the person or persons entitled to receive the shares of the Common Stock upon such conversion as the record holder or holders of such shares of the Common Stock on such date, first, accrued interest including default interest, and second, principal; andbut such surrender shall be effective to constitute the person or persons entitled to receive such shares of the Common Stock as the record holder or holders thereof for all purposes immediately prior to the close of the business on the next succeeding day on which such stock transfer books are open.

Conversion of Note. (a) Subject If permitted by applicable securities laws, on the Maturity Date and subject to and upon compliance with the provisions hereofof this Note, the Holder Maker shall have the right, at the Holder's its option, to convert some or all or any part of the unpaid Note into the number of fully paid and nonassessable shares of Common Stock as is obtained by: (i) adding (A) the principal amount of this Note plus to be converted and (B) the amount of accrued and unpaid interest thereon into with respect to such portion of this Note to be converted; and (ii) dividing the Common Stock, par value $0.01 per share, of Borrower result obtained pursuant to clause ("Common Stock"i) at a price equal to One United States Dollar ($1.00) per share (above by the "Conversion Price")Price then in effect. The Conversion Price shall be subject to adjustment in certain events as rights of conversion set forth in this Section 5 hereof. 3 shall be exercised by Maker by giving written notice to Holder that Maker elects to convert a stated amount of this Note into Common Stock at lease three (b3) In order Business Days prior to exercise the conversion privilegeMaturity Date. Within ten (10) Business Days following the Maturity Date, the Holder shall surrender this NoteNote (or, appropriately endorsedin lieu thereof, by delivery of an appropriate lost security affidavit in the event this Note shall have been lost or destroyed) to Borrower Maker at its principal office and provide written (or such other office or agency of Maker as Maker may designate by notice in writing to Borrower (i) stating that the Holder elects to convert this Note or Holder), together with a stated portion thereof and (ii) setting forth statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued. If Holder does not deliver this Note within such ten (10) Business Day period, Maker shall issue the certificate or certificates for shares of Common Stock in the name of and deliver such certificates to the address of Holder listed on the face of this Note or to such other name or address delivered to Maker prior to the date of such issuance. (b) Promptly (but in no event more than three (3) Business Days) after receipt of the information from Holder referred to in Section 3(a) above and surrender of this Note (or, in lieu thereof, by delivery of an appropriate lost security affidavit in the event this Note shall have been lost or destroyed) or following the expiration of the ten (10) Business Day period referred to in Section 3(a) above, Maker shall issue and deliver, or cause to be issued and delivered, to Holder, registered in such name or names as Holder may direct in writing, a certificate or certificates for the number of whole shares of Common Stock issuable on upon the conversion of such conversion shall be issuedportion of this Note. Such To the extent permitted by law, such conversion shall be deemed to have been effected immediately prior to as of the close of business on the date on which such notice Maturity Date. Upon issuance and delivery of the shares of Common Stock converted hereunder, the rights of Holder shall have been received by Borrower cease with respect to the principal amount of the Notes being converted, and the person Person or Persons in whose name the or names any certificate or certificates for the shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby at such time on such date. As soon as reasonably possible after, and in thereby. (c) No fractional shares shall be issued upon any event within fifteen (15) business days following, the receipt of such notice, Borrower shall issue and deliver to the Holder a certificate or certificates for the shares of Common Stock issuable upon the conversion of this Note. Upon conversion of this Note into Common Stock. If any fractional share of Common Stock would be delivered upon such conversion, Maker, in partlieu of delivering such fractional share, shall pay to Holder an amount in cash equal to the Market Price of such fractional share of Common Stock. (Ad) In case the principal amount of this Note exceeds the principal amount and accrued interest being converted, Maker shall, upon such conversion, deliver a cash payment to Holder equal to the principal amount of this Note plus all accrued but unpaid interest which is not to be converted into shares of Common Stock. (e) In the event that, as a result of any reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, Holder shall become entitled to receive any shares of capital stock of Maker other than shares of Common Stock, the shares so receivable upon conversion of this Note shall be deemed on terms as nearly equivalent as practicable to consist of, first, accrued interest including default interest, and second, principal; andthe provisions contained in this Note.

Conversion of Note. (a) Subject to and upon compliance with At the provisions hereof, the Holder shall have the rightoption of Holder, at any time on or prior to the Holder's optionMaturity Date, to convert all or any part of the unpaid principal amount of this Note plus shall be convertible, in whole (including accrued but unpaid interest) but not in part at the accrued then-applicable Conversion Price (as hereinafter defined) into fully paid and unpaid interest thereon into the nonassessable shares of Common Stock, par value $0.01 .001 per share, of Borrower share ("Common Stock"). In order to exercise its option to convert as provided herein, Holder shall deliver and surrender this Note to the Company accompanied by written notice of its election to convert this Note pursuant to the conversion form attached as EXHIBIT A. (b) If not sooner redeemed or converted, this Note shall be converted in whole (including accrued but unpaid interest) on the Maturity Date at a the then-applicable Conversion Price in fully paid and nonassessable shares of Common Stock. (c) The conversion price equal for this Note shall be $7.225, provided, however, that such price shall be subject to One United States Dollar adjustment as hereinafter provided ($1.00) per share (such amount, as and to the extent adjusted as herein provided, is referred to as the "Conversion Price"). The Conversion Price shall be subject to adjustment in certain events as set forth in Section 5 hereof. (b) In order to exercise the ; so that upon conversion privilege, the Holder shall surrender of this Note, appropriately endorsedHolder shall be entitled to receive a number of shares of Common Stock equal to (x) the total indebtedness (i.e., principal and accrued (but unpaid) interest through the date prior to Borrower at its principal office the date of such conversion) still due and payable under this Note, divided by (y) the Conversion Price. No fractional shares of Common Stock shall be issued upon the conversion of this Note. Instead of a fraction of a share of Common Stock which would otherwise be issuable upon conversion of this Note, the Company shall pay a cash adjustment in respect of such fraction of a share of Common Stock in an amount equal to the same fractional interest of the Conversion Price. Upon conversion of this Note, this Note shall be delivered and surrendered to the Company, duly endorsed to the Company or accompanied by proper instruments of transfer, and Holder shall provide to the Company, a written notice to Borrower (i) stating that the Holder elects to convert this Note or a stated portion thereof and (ii) setting forth of the name or names (with address) in which the certificate or certificates for the shares of Common Stock issuable on such conversion shall be issued. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice shall have been received by Borrower and the person in whose name the certificate for the shares of Common Stock shall be issuable upon issued. Upon such conversion surrender and delivery of such notice and this Note, Holder shall be deemed entitled to have become receive stock certificates evidencing the holder number of record of the shares of Common Stock represented thereby at such time into which this Note is convertible, interest on such date. As soon as reasonably possible afterthis Note shall cease to accrue, and this Note shall be cancelled and shall not thereafter be deemed to be outstanding. The Company shall pay all taxes and other charges in any event within fifteen (15) business days following, respect of the receipt issuance of such notice, Borrower shall issue and deliver to the Holder a certificate or certificates for the shares of Common Stock issuable to Holder upon the conversion of this Note. Upon conversion of this Note in part, (A) the amount converted shall be deemed to consist of, first, accrued interest including default interest, and second, principal; andany such conversion.

Conversion of Note. Section 8.1 Conversion of a Note into Common Shares. (a1) Subject Upon and subject to and upon compliance with the provisions hereofand conditions of this Article 8, the each Holder shall have the right, at the Holder's his option, to convert all or at any part of time after the unpaid principal amount of this Note plus the accrued Closing and unpaid interest thereon into the Common Stock, par value $0.01 per share, of Borrower ("Common Stock") at a price equal to One United States Dollar ($1.00) per share (the "Conversion Price"). The Conversion Price shall be subject to adjustment in certain events as set forth in Section 5 hereof. (b) In order to exercise the conversion privilege, the Holder shall surrender this Note, appropriately endorsed, to Borrower at its principal office and provide written notice to Borrower (i) stating that the Holder elects to convert this Note or a stated portion thereof and (ii) setting forth the name or names (with address) in which the certificate or certificates for the shares of Common Stock issuable on such conversion shall be issued. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Business Day immediately preceding the day fixed for the redemption of Notes, to convert a portion or all of the Notes held by such Holder into fully paid and non-assessable Common Shares of the Parent at the Conversion Price in effect on the Date of Conversion and subject to adjustment as set out in Section 8.4, below. (2) A Holder’s right of conversion pursuant to this Article 8 shall extend only to the maximum number of whole Common Shares into which the aggregate principal amount of any Note surrendered for conversion at any one time by the Holder may be converted in accordance with the provisions of Section 8.1(1). Fractional interests in Common Shares shall be adjusted for in the manner provided in Section 8.4. (3) If payment of the redemption price or the purchase price of any Note which has been called for redemption or tendered in acceptance of any offer by the Company to purchase Notes for cancellation is not made, in the case of a redemption upon due surrender of such Note or in the case of a purchase on the date on which such notice purchase is required to be made, as the case may be, the right to convert such Notes shall revive and continue, all as if such Note had not been called for redemption or tendered in acceptance of the Company’s offer, as the case may be. (4) In case of any reclassification of the Common Shares at any time outstanding (other than any subdivision or consolidation of Common Shares into a greater or lesser number of Common Shares) or change of the Common Shares into other shares, or in case of a Change of Control (other than a Change of Control which does not result in a reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), the Holder of any Note who thereafter shall convert such Note under this Article 8 shall be entitled to receive, and shall accept, in lieu of the number of Common Shares to which such Holder was theretofore entitled upon such conversion, the kind and amount of shares and other securities or property which such Holder would have been received by Borrower and entitled to receive as a result of such Change of Control if, on the person in whose name effective date thereof, he had been the certificate for registered holder of the shares number of Common Stock Shares to which such Holder was theretofore entitled upon conversion. If necessary, appropriate adjustments shall be issuable made in the application of the provisions set forth in this Article 8 with respect to the rights and interests thereafter of the Holders of Notes to the end that the provisions set forth in this Article 8 shall thereafter correspondingly be made applicable as nearly as may be possible in relation to any shares or other securities or property thereafter deliverable upon the conversion of any Note. Any such conversion adjustments shall be made by and set forth in a supplemental agreement approved by the Directors and shall for all purposes be conclusively deemed to have become be an appropriate adjustment. (5) Upon any conversion of a Note into fully paid and non-assessable Common Shares, pursuant to this Agreement, Holders shall be required to execute a subscription agreement for Common Shares in a form and substance satisfactory to the holder Administrative Agent. Section 8.2 Manner of record Exercise of Right to Convert to Common Shares. (1) A Holder desiring to convert a Note in whole or in part into Common Shares shall surrender such Note to the Administrative Agent, together with the conversion form on the back of such Note or any other written notice in a form satisfactory to the Administrative Agent, in either case duly executed by the Holder or such Xxxxxx’s executors, administrators or other legal representatives or his or their attorney-in-fact duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Administrative Agent, exercising his right to convert such Note in accordance with the provisions of this Article 8. Thereupon such Holder or, subject to payment of all applicable stamp or security transfer taxes or other similar charges and compliance with all reasonable requirements of the shares Administrative Agent, his nominee or assignee, shall be entitled to be entered in the books of the Parent as at the Date of Conversion (or such later date as is specified in Section 8.2(2) as the Holder of the number of Common Stock represented thereby at Shares into which such time on such date. As Note is convertible in accordance with the provisions of this Article 8 and, as soon as reasonably possible after, and in any event within fifteen (15) business days followingpracticable into which such Note is convertible hereafter, the receipt of such notice, Borrower Parent shall issue and deliver to the such Holder or, subject as aforesaid, his nominee or assignee, a certificate or certificates for such Common Shares and, if applicable, a cheque for any amount payable under Section 8.5. (2) For the shares purposes of this Article 8, a Note shall be deemed to be surrendered for conversion on the date (the "Date of Conversion") on which it is so surrendered in accordance with the provisions of this Article 8 and, in the case of a Note so surrendered by post or other means of transmission, on the date on which it is received by the Company. If a Note is surrendered for conversion in accordance with the provisions of this Article 8 on any day on which the Register for Common Stock issuable Shares is closed, the Person entitled to receive Common Shares upon the conversion of this Note. Upon conversion such Note shall become the shareholder of this Note in part, (A) record of such Common Shares as at the amount converted shall be deemed to consist of, first, accrued interest including default interest, and second, principal; anddate on which such Registers are next open.

Conversion of Note. (a) Subject to the restriction on ownership of the Company’s common shares of beneficial interest (“Common Shares”) as set forth in Section 18(i), and upon compliance with the provisions hereofconditions here set forth, the Holder shall have the rightmay convert this Note, at the Holder's option, to convert all or any part portion hereof which is an integral multiple of the unpaid principal amount $1,050,000, into Common Shares by surrender of this Note plus together with a completed Notice of Exercise, in the accrued and unpaid interest thereon into form annexed hereto as Exhibit A, executed by Xxxxxx, on or before the Common Stock, par value $0.01 per share, of Borrower ("Common Stock") at a price equal to One United States Dollar ($1.00) per share (the "Conversion Price")Maturity Date. The Conversion Price shall be subject to adjustment in certain events as set forth in Section 5 hereof. (b) In order to exercise the conversion privilege, the Holder shall surrender this Note, appropriately endorsed, to Borrower at its principal office and provide written notice to Borrower (i) stating that the Holder elects to convert this Note or a stated portion thereof and (ii) setting forth the name or names (with address) in which the certificate or certificates for the shares of Common Stock issuable on such conversion shall be issued. Such Each conversion shall be deemed to have been effected immediately prior as to the close of business on this Note or any portion thereof three Trading Days (as such term is hereinafter defined) after the date on upon which such notice the Company shall have been received by Borrower a duly completed and properly executed Notice of Exercise (each, a “Conversion Date”). A “Trading Day” shall mean a day upon which the person New York Stock Exchange is open and executing transactions in whose name the certificate for the shares common equity securities. For purpose of Common Stock shall be issuable upon such conversion this Section 18: (i) if a Notice of Exercise is received on a day which is not a Trading Day, it shall be deemed to have become been received on the holder Trading Day immediately following the day of record actual receipt; and (ii) any Notice of Exercise received after 4:30 p.m., Eastern time, shall be deemed to have been received on the Trading Day immediately following the day of actual receipt. Upon a conversion of this Note in whole of in part, the Holder shall be entitled to receive on the interest payment date next succeeding the applicable Conversion Date, a cash payment in respect of (x) all interest which shall have accrued to, but excluding, the date of conversion on the portion of this Note outstanding immediately prior to such conversion, plus (y) all interest which shall have accrued on the unconverted portion of this Note from the Conversion Date through the end of the shares of Common Stock represented thereby at such time on such datequarter in question. As soon as reasonably possible after, and in any event within fifteen (15) business days followingIn case this Note shall be surrendered for partial conversion, the receipt of such notice, Borrower Company shall issue execute and deliver to the Holder a certificate or certificates for new Note in a principal amount equal to the shares of Common Stock issuable upon the conversion unconverted portion of this Note. Upon conversion of this Note in part, (A) the amount converted shall be deemed to consist of, first, accrued interest including default interest, and second, principal; and.