Common use of Conversion Clause in Contracts

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

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

Conversion. (ai) At any time following the receipt Shares of the Required Stockholder Approval and Convertible Preferred Stock will be convertible at the effectiveness option of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding NotesHolder thereof, at any time and from time to time, on any Business Day, prior into a number of shares of Class A Common Stock equal to the earliest aggregate liquidation preference amount of (1) the shares of Convertible Preferred Stock surrendered for conversion divided by the Conversion Price as then in effect, except that, if applicable, with respect to a Note shares of Convertible Preferred Stock are called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding Redemption Date. No fractional shares or securities representing fractional shares of Class A Common Stock will be issued upon conversion; in lieu of fractional shares of Class A Common Stock, the Redemption Date Company will, at its option, either round up the number of shares to be issued to the nearest whole share or (2) pay a cash adjustment based upon the current market price of the Class A Common Stock at the close of business on the first Business Day immediately preceding the Maturity Datedate of conversion. The Convertible Preferred Stock shall be converted by the holder thereof by surrendering the certificate or certificates representing the shares of Convertible Preferred Stock to be converted, into appropriately completed, to the transfer agent for the Class A Common Stock. The transfer agent shall issue one or more certificates representing the Class A Common Stock to be issued in the conversion in the name of names requested by the Holder. The transfer agent will deliver to the Holder a new certificate representing the shares of Convertible Preferred Stock in excess of those being surrendered for conversion. Effective as of the filing of the Amendment, at a conversion rate the Conversion Price shall be $16.00 (the “Conversion RatePrice”). Such Conversion Price shall be adjusted as hereinafter provided. (ii) of 81.2 shares per $1,000 principal amount of (A) In case the Notes Company shall (plus cash I) pay a dividend or distribution in lieu of fractional shares of its Class A Common Stock in accordance with Section 12.03); provided that any Holder on its shares of Notes who would beneficially own Class A Common Stock, (as determined in accordance with Section 13(dII) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the subdivide its outstanding shares of Class A Common Stock upon conversion into a greater number of shares, (III) combine its outstanding shares of Class A Common Stock into a smaller number of shares, or (IV) issue, by reclassification of its shares of Class A Common Stock, any shares of its capital stock (each such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any transaction being called a “Stock Transaction”), then and in each such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendmentcase, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company immediately prior thereto shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify be adjusted so that the Mandatory Conversion shall occur not later than Holder of a share of Convertible Preferred Stock surrendered for conversion after the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease record date fixing stockholders to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (be affected by such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion Stock Transaction shall be added entitled to receive upon conversion the principal amount number of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change shares of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, Class A Common Stock which such Holder may convert its Notes into Common would have been entitled to receive after the happening of such event had such share of Convertible Preferred Stock only if it withdraws its election been converted immediately prior to have its Notes repurchased in connection with such Prepayment Offer or Change record date. Such adjustment shall be made whenever any of Control Offer. (e) In the event that any Holder notified the Company (1) in the case such events shall happen, but shall also be effective retroactively as to shares of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on Convertible Preferred Stock converted between such record date and the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request happening of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)event.

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentSubject to compliance with Section 11.02, Holders of the Notes a Holder shall have the right to convert all or any portion (the if such portion is $2,000 principal amount or an integral multiple of $1,000 principal amount) of its Notes (“Optional Early Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1i) if applicable, the close of business on the fifth Business Day following the date of a Mandatory Conversion Notice delivered in accordance with Section 11.01(b), (ii) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2iii) the close of business on the Business Day immediately preceding the Maturity Datematurity date, into a number of shares of Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares Stock per $1,000 principal amount of Notes being converted equal to the Notes Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.0311.03); provided that any . In addition, upon an Early Conversion, a Holder shall have the right to receive in cash, with respect to its Notes being converted, per $1,000 principal amount of Notes who would beneficially own being converted, (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderx) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required event the Early Conversion Date occurs on or prior to provide 61 days’ written notice September 23, 2017, the Early Conversion Payment and (y) in all cases, accrued and unpaid interest to the Company prior Early Conversion Date. For the avoidance of doubt, in the event of an Early Conversion with an Early Conversion Date after September 23, 2017, Holders shall not be entitled to any such conversion. The receive the Early Conversion Rate is subject to adjustment pursuant to Section 12.06Payment. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the The Company shall have the right to convert the Notes (the “Mandatory Conversion”) any outstanding Notes ), in whole or in part, into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional sharesshares of Common Stock in accordance with Section 11.03), if each of the following conditions are satisfied: (i) if the Daily VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days (the “Mandatory Conversion EventVWAP Condition”). Upon the occurrence of the Mandatory Conversion Event, ) and (ii) the Company shall deliver notice delivers to the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not notice of the Company’s election of its right to convert the Notes no later than the open of business on the second business day third Business Day immediately following the 20th Trading Day of any such 30 Trading Day period (a “Mandatory Conversion EventNotice”), which notice shall specify that the Mandatory Conversion shall occur not later than on the third business day sixth Business Day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion such notice (such date, the “Mandatory Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant ; provided that, the Company’s right to an Optional Conversion or cause a Mandatory Conversion shall be added to suspended during the principal amount of such Note being converted. (d) If a Holder exercises its right to require period beginning on the Company to repurchase its Notes pursuant to a Prepayment Offer or date a Change of Control Offer in accordance with Section 4.10 or Section 4.15is made and continuing to, respectivelyand including, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or the applicable Change of Control Offer. (e) In Settlement Date. For the avoidance of doubt, in the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion, Holders shall not be entitled to receive the Early Conversion pursuant to Payment or, except as provided in Section 12.01(b11.02(f), at any time beginning with accrued and unpaid interest. The Mandatory Conversion Notice shall state that the Company is exercising its right to cause a Mandatory Conversion, the Conversion Rate and Conversion Price in effect on the Mandatory Conversion Date. Notwithstanding the foregoing, the Company may only exercise its right to cause a Mandatory Conversion if, as evidenced by an Officers’ Certificate delivered to the Trustee and the Conversion Agent (if other than the Trustee) on the Mandatory Conversion Date, all of the conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, and including, the date of the Mandatory Conversion Event Notice and (y) ending 30 calendar days following on, and including, the effectiveness of such conversion, that such Holder will beneficially own Mandatory Conversion Date (the “Equity Conditions Measuring Period”). The Equity Conditions are as determined in accordance with Section 13(dfollows: (i) of the Exchange Act and the rules and regulations promulgated thereundereither (1) in excess of 9.99% of the outstanding all shares of Common Stock or otherwise be deemed to be an “affiliate” issuable upon conversion of the Notes and held by a non-Affiliate of the Company shall be eligible for purposes sale without the need for registration under any applicable federal or state securities laws or (2) a shelf registration statement registering the resale of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received issuable upon conversion of the Notes has been filed by the Company and been declared effective by the SEC or is automatically effective and is available for use, and the Company expects such conversion.shelf registration statement to remain effective and available for use from the Mandatory Conversion Date until thirty days following the Mandatory Conversion Date; (fii) At the request Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) to be delivered on such conversion is listed or traded on The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, or any of their respective successors (each, an “Eligible Market”) and shall not then be suspended from trading on such Eligible Market; (iii) at or prior to the settlement date of the Mandatory Conversion, for any HolderNotes validly surrendered for conversion with an Early Conversion Date prior to the Mandatory Conversion Date in accordance with the terms of this Indenture, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” shall have delivered and paid the number of shares of Common Stock and the amount of cash due upon conversion of the Notes to the Holders in accordance with Section 11.01(a); (iv) shares of Common Stock to be issued upon conversion may be issued in full without violating the rules or regulations of The New York Stock Exchange or any other applicable Eligible Market on which the Common Stock delivered upon conversion is then listed or trading; and (v) no Event of Default shall have occurred and be continuing. For the avoidance of doubt, the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant may exercise its right to Section 12.01(a) or cause more than one Mandatory Conversion pursuant so long as any Notes are outstanding so long as it complies with the other requirements of this Section 11.01(b). If the Company exercises its right to Section 12.01(bcause Mandatory Conversion in part, the Conversion Agent will select the Notes to be converted pro rata, by lot or by any other method the Conversion Agent in its sole discretion deems fair and appropriate (or, in the case of Notes represented by Global Notes, in such manner as DTC may require), in denominations of $2,000 or any integral $1,000 multiple in excess thereof.

Conversion. (a) At any time following A Holder may surrender Securities for conversion into cash and, if applicable, shares of Common Stock on a Conversion Date if, as of such Conversion Date, the receipt Closing Sale Price of our Common Stock, for at least 20 trading days in the 30 consecutive trading-day period ending on the trading day prior to the Conversion Date is at least 110% of the Required Stockholder Approval and the effectiveness Conversion Price per share of the Charter AmendmentCommon Stock on such preceding trading day. A Holder may also surrender Securities for conversion into cash and, Holders if applicable, shares of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, Common Stock if at any time and from time to time, on any Business Day, prior either: (i) the senior implied rating assigned to the earliest Company by M▇▇▇▇’▇ Investors Service, Inc. has been downgraded to B2 or below, and (ii) the corporate credit rating assigned to the Company by Standard & Poor’s is downgraded to B or below, for so long as such downgrades remain in effect. In addition, a Holder may surrender for conversion a Security which has been called for redemption pursuant to Section 5 of (1) this Security, even if the foregoing provisions have not been satisfied, and such Securities may be surrendered for conversion into cash and, if applicable, with respect to a Note called for redemption, shares of Common Stock until the close of business on the Business Day prior to the Redemption Date. In the event that the Company elects to distribute to all holders of the Company’s Capital Stock (i) certain rights or warrants entitling them to subscribe for or purchase Common Stock at less than the Current Market Price as defined in Section 11.11 of the Indenture for such issuance, or, (ii) cash or debt securities, which distribution has a per share value exceeding 10% of the market price of our common stock as of the trading day immediately preceding the Redemption Date declaration date for such distribution, a Holder may surrender Securities for conversion on the date the Company gives notice to such Holder of such right, which shall be not less than 15 days prior to the record date for such dividend or (2) distribution, and such Holder may surrender such Securities for conversion at any time thereafter until the close of business on the Business Day immediately preceding prior to the Maturity Daterecord date or until the Company announces that such distribution shall not take place. Finally, into Common Stockin the event that the Company is a party to a consolidation, at merger, transfer or lease of all or substantially all of its assets or if a conversion rate transaction described in clause (the “Conversion Rate”2) of 81.2 shares per $1,000 principal amount the definition of “Change of Control” under Section 6 of this Security occurs prior to July 21, 2008 and results in an increase in the Conversion Rate of the Notes (plus cash Securities, in lieu of fractional shares of each case pursuant to which the Common Stock would be converted into cash, securities or other assets, a Holder may surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective time of the transaction until and including the date which is 15 days after the actual date of such transaction (or if such transaction also results in Holders having a right to require us to purchase their Securities, until the Change of Control Purchase Date) (assuming, in a case in which the Company’s stockholders may exercise rights of election, that a Holder of Securities would not have exercised any rights of election as to the stock, other securities or other property or assets receivable in connection therewith and received per share the kind and amount received per share by plurality of nonelecting shares). A Security in respect of which a Holder has delivered a Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) the terms of the Exchange Act and Indenture. A Security in respect of which a Holder has delivered a Change of Control Purchase Notice exercising the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion option of such Holder’s Notes shall be required Holder to provide 61 days’ written notice to require the Company prior to any purchase such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”)Security may be not converted. Upon the occurrence of the Mandatory Conversion Eventconversion, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion no payment or the Mandatory Conversion (such date, the “Conversion Date”). The adjustment for accrued and unpaid interest on any Note being a converted pursuant to an Optional Conversion or Mandatory Conversion shall be added Security (other than the payment of interest to the principal amount Holder of such Note being converted. (d) If a Holder exercises its right to require Security at the Company to repurchase its Notes pursuant to close of business on a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion record date pursuant to Section 12.01(a1 of this Security) or for dividends or distributions on the Common Stock shall be made. The initial conversion price is $17.859 per share of Common Stock (the “Conversion Price”), at any time beginning on the date subject to adjustment in certain events described in Sections 11.06, 11.07, 11.08, 11.09, and 11.10 of the provision Indenture. No adjustment in the Conversion Price will be required unless such adjustment would require a change of at least 1% in the Optional Conversion Notice and ending Price then in effect; provided that any adjustment that would otherwise be required to be made shall be carried forward, aggregated with the effectiveness of such Optional Conversionany previous adjustment which would otherwise have been made, and (2) taken into account in any subsequent adjustment. The Company from time to time may voluntarily reduce the case Conversion Price for a period of a Mandatory at least 20 days. The Conversion pursuant to Section 12.01(b), at any time beginning with the date Price shall be adjusted for dividends or distributions on shares of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined Common Stock payable in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to be an “affiliate” all holders of the Company for purposes Common Stock of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the certain rights to purchase shares of Common Stock received upon for a period expiring within 60 days after the record date for such conversion. (f) At distribution at a price per share less than the request Current Market Price per share as defined in the Indenture; distributions to such holders of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” assets or debt securities of the Company for purposes or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions); distributions to such holders consisting exclusively of cash; and in the event that a tender or exchange offer is made by the Company or any Subsidiary for all or a portion of the Common Stock and the tender or exchange offer requires the payment of consideration per share having a fair market value exceeding 110% of the Current Market Price per share of Common Stock. To convert a Security, a Holder must (1) complete and sign the conversion notice annexed to the Security, (2) surrender the Security to the Conversion Agent, (3) furnish the appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of Common Stock in the name of a Person other than the Holder thereof. In the case of Global Securities, conversion notices may be delivered and such Securities Act and/or may be surrendered for conversion in accordance with the Exchange Act upon any Optional Conversion pursuant Applicable Procedures. A Holder may convert a portion of a Security if the portion is $1,000 or an integral multiple of $1,000. If the Company is a party to Section 12.01(a) a consolidation or Mandatory Conversion pursuant merger, or a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding Common Stock, the right to Section 12.01(b)convert a Security into cash and, if applicable, Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

Conversion. (ai) At any time following the receipt Automatic Conversion on Next Equity Financing. The outstanding principal balance and unpaid accrued interest on this Note shall automatically convert into shares of the Required Stockholder Approval and Company's equity securities at the effectiveness closing of the Charter Amendment, Holders Company's next equity financing in which gross aggregate proceeds to the company exceeds $1,000,000 (the "Next Equity Financing") including this Note and all other Notes which are converted into Preferred Stock: provided that the sale of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Company's Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of to its employees, directors, and consultants, or the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares issuance of Common Stock upon exercise or conversion of such Holder’s Notes shall be required to provide 61 days’ written notice securities outstanding prior to the Company prior to any such conversiondate hereof shall not constitute a Next Equity Financing. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes such equity securities to be issued upon such conversion shall be equal to the Conversion Rate then in effect quotient obtained by dividing (plus cash in lieu of fractional sharesa) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect outstanding principal and unpaid accrued interest due on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes this Note on the date of occurrence conversion by (b) the price per share of the Optional Conversion or equity securities sold to the Mandatory Conversion (such date, investors in the “Conversion Date”)Next Equity Financing. The accrued and unpaid interest on any issuance of such shares upon conversion of this Note being converted pursuant to an Optional Conversion or Mandatory Conversion this Section 2(a)(i) shall be added upon and subject to the principal amount same tem1sand conditions applicable to the Next Equity Financing. Investor agrees to execute all necessary documents in connection with the conversion of such this Note being convertedand the Next Equity Financing including but not limited to. a definitive stock purchase agreement. (dii) If Conversion at Company's Option. At any time after the Maturity Date in the event that the Next Equity Financing has not yet occurred the outstanding principal balance and unpaid accrued interest on this Note shall, at the Company’s option, be converted into shares of a Holder exercises its right new class of equity securities designed "Series A Preferred Stock." The number of shares of Series A Preferred Stock to require be issued upon such conversion shall be equal to the quotient obtained by dividing (a) the outstanding principal and unpaid accrued interest due on this Note on the date of conversion, by (b) the price per share of the Series A Preferred Stock, such price per share to be calculated based on “pre-money” valuation for the Company to repurchase its Notes at such time of $2.000.000. The issuance of Series A Preferred Stock upon conversion of this Note pursuant to a Prepayment Offer or a Change this Section 2(a)(ii) shall be upon terms and conditions that are normal and customary for similar transactions of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election this nature. Investor agrees to have its Notes repurchased execute all necessary documents in connection with such Prepayment Offer or Change conversion of Control Offerthis Note. Including, but not limited to, a definitive stock purchase agreement. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following Commencing six months from the receipt of date the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert Company first receives proceeds from its initial public offering (the “Optional ConversionIPO Date”) their outstanding Notesuntil this Note is no longer outstanding, the principal of and, with the consent of the Company, the accrued interest on this Note shall be convertible, in whole at any time or in part from time to time, into shares of Common Stock at the option of the Holder, during the five Trading Days commencing on the first, second, third, fourth and fifth anniversaries of the Original Issue Date of the Note at any time and from time to time; provided, on that if any Business Day, such anniversary shall occur prior to six months from the earliest IPO Date, this Note can be first converted in whole or in part during the five Trading Days commencing on the Trading Day following six months from the IPO Date. The Holder shall effect conversion by delivering to the Company a Notice of (1) if applicable, with respect to a Note called for redemptionConversion, the close form of business on which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of and, with the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) consent of the Exchange Act Company, interest on this Note to be converted and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes date which shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not no later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on Business Day after the date the Notice of occurrence of Conversion is received by the Optional Conversion or the Mandatory Conversion Company (such date, the “Conversion Date”). The If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion the Share Delivery Date. Conversions hereunder shall be added to have the effect of lowering the outstanding principal amount of such this Note being converted. (d) If a in an amount equal to the applicable conversion. The Holder exercises its right to require and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to repurchase its Notes pursuant to a Prepayment Offer or a Change any Notice of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, Conversion within one (1) Business Day of delivery of such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change Notice of Control Offer. (e) Conversion. In the event that of any dispute or discrepancy, the records of the Holder notified the Company (1) shall be controlling and determinative in the case absence of an Optional Conversion pursuant to Section 12.01(a)manifest error. The Holder, at and any time beginning assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionface hereof. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following Upon the receipt closing of the Required Stockholder Approval and Merger (as referred to in the effectiveness Note Agreement), all of Shockwave's indebtedness under this Note shall become convertible into equity securities of the Charter Amendmentsurviving corporation, Holders of the Notes shall have the right convert Shockwave (the “Optional Conversion”) their outstanding Notes"SERIES NEXT PREFERRED STOCK"), at any time and from time to timeissued in Shockwave's next private equity financing (the "NEXT EQUITY FINANCING"), on any Business Day, provided the Next Equity Financing closes prior to the earliest Maturity Date of (1) if applicablethis Note. Upon the Next Equity Financing, with respect to a Borrower's indebtedness under this Note called for redemption, the close shall automatically be converted into that number of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional fully paid and nonassessable shares of Common Shockwave's Series Next Preferred Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence dollar amount of the Mandatory Conversion Event, the Company shall deliver notice to the Holders all principal outstanding and interest accrued as of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note conversion being converted pursuant into stock by Holder, divided by the price per share of Shockwave's Series Next Preferred Stock at which such Series Next Preferred Stock is or will be offered to an Optional other Series Next Preferred Stock investors (the "CONVERSION PRICE"); provided, however, that the Conversion Price will automatically, equitably and proportionally be adjusted to reflect any subdivision (stock split), combination (reverse stock split), stock dividend or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) other recapitalization affecting Shockwave's Series Next Preferred Stock. In the event that any Holder notified the Company Merger Agreement (1) as referred to in the case Note Agreement) is terminated according to its terms, all of an Optional Borrower's indebtedness under this Note shall automatically be converted into Borrower's Series D Preferred Stock based upon a fully diluted pre-money valuation of Borrower's equity of $75,000,000 (the "BORROWER CONVERSION PRICE"); provided, however, that the Conversion pursuant Price will automatically, equitably and proportionally be adjusted to Section 12.01(areflect any subdivision (stock split), at any time beginning combination (reverse stock split), stock dividend or other recapitalization affecting Borrower's Series D Preferred Stock. Such Series D Preferred Stock received by Holder will have rights, privileges, preferences and restrictions no less favorable than Borrower's Series C Preferred Stock in existence on the date of the provision Note Agreement and any Series D Preferred Stock issued subsequent to that date, and will have a liquidation preference based upon the price per share of the Optional Conversion Notice Series D Preferred Stock. Borrower covenants and ending agrees with Holder that Borrower will not in any way alter, amend or modify any of the effectiveness rights, preferences, privileges or restrictions of such Optional ConversionBorrower's Series D Preferred Stock, and (2) or to issue, eliminate or reduce the number of authorized shares of Borrower's Series D Preferred Stock. Upon the conversion of Borrower's outstanding indebtedness hereunder pursuant to this Section, Borrower, at its expense, will as soon as practicable cause to be issued in the case name of and delivered to Holder, a certificate or certificates for the number of fully paid and nonassessable shares of Borrower's Series D Preferred Stock to which Holder is entitled upon such conversion. Such certificates will include legends required federal and applicable state securities laws. No fractional shares will be issued upon any conversion of this Note or any part hereof. If, upon any conversion of this Note, a fraction of a Mandatory Conversion pursuant share would otherwise result, then Shockwave or Borrower, as the case may be, will pay Holder an amount of cash equal to Section 12.01(b), at any time beginning with the date fair market value of one share of the Mandatory Conversion Event type and ending 30 calendar days following the effectiveness class of capital stock issuable to Holder upon such conversion, that such Holder will beneficially own conversion (as determined in accordance with Section 13(d) the Conversion Price or Borrower Conversion Price, as the case may be, applicable at the time of such conversion), multiplied by the Exchange Act and the rules and regulations promulgated thereunder) in excess fraction of 9.99% a share of the outstanding shares of Common Stock or stock to which Holder would otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionentitled. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. Subject to the provisions of the Indenture, unless ---------- previously redeemed, the Notes are convertible (a) At in denominations of $1,000 principal amount at maturity or integral multiples thereof), at the option of the holder thereof, into Capital Stock of the Company at any time after 365 days following the receipt Issue Date and prior to the maturity date. The number of shares of Capital Stock of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders Company ("Conversion Shares") issuable upon conversion of the Notes shall have is equal to the right convert Accreted Value of the Notes being converted (on the date of conversion) divided by $25.00, subject to adjustment as provided in the Indenture (the “Optional Conversion”"Conversion Ratio"). Except as described below, no adjustment will be made on conversion of any Notes for interest accrued thereon or for dividends paid on outstanding Capital Stock of the Company. If Notes not called for redemption are converted (including pursuant to the mandatory conversion feature described below) their outstanding Notes, at any time after a record date for the payment of interest and from time to time, on any Business Day, prior to the earliest next succeeding interest payment date, such Notes must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so converted. The Company is not required to issue fractional shares upon conversion of Notes (1including pursuant to the mandatory conversion feature described below) if applicableand, with respect in lieu thereof, will pay a cash adjustment based upon the Closing Price on the Neuer Markt of the Common Stock on the last Trading Day prior to a Note the day of conversion. In the case of Notes called for redemption, conversion rights will expire at the close of business on the Business Trading Day immediately next preceding the Redemption Date or (2) date fixed for redemption, unless the close Company defaults in payment of business the redemption price. In addition, if the closing price on the Business Day immediately preceding Neuer Markt of the Maturity DateCommon Stock during any period described below has exceeded the price for such period referred to below for at least 30 consecutive Trading Days ("Market Criteria," with the 30-day period being referred to as the "Market Criteria Period"), into Common Stockand the Conversion Shelf Registration Statement described in paragraph 2 hereof is effective and available, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount all of the Notes (plus cash in lieu will be automatically converted into that number of fractional shares Conversion Shares derived by application of the Conversion Ratio; provided, however, that if the Market Criteria is satisfied during the first year after the Closing Date, the conversion will not occur until the one-year anniversary of the Closing Date and will occur only if the closing price on the Neuer Markt of the Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own is at least (as determined in accordance with Section 13(d) Euro)32.00 on such date: Closing ------- 12 Months Beginning Price ------------------- ----- August 15, 1999 (Euro)32.00 August 15, 2000 (Euro)38.46 August 15, 2001 (Euro)44.92 August 15, 2002 (Euro)51.37 August 15, 2003 (Euro)57.83 The denominator of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate Ratio is subject to adjustment pursuant to as provided in Section 12.06. (b) Following the receipt 10.5 of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion EventIndenture. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. A Holder of a Security may convert the principal amount of such Security (aor any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, into Shares at any time on or after the opening of business on the 120th day after the Issue Date and from time to time, on any Business Day, or prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the seventh Business Day immediately preceding prior to the Redemption Stated Maturity Date or of the Securities, at the Conversion Ratio then in effect; provided, however, that if such Security is (2i) called for redemption pursuant to Article 11, such conversion right shall terminate at the close of business on the seventh Business Day immediately preceding the Maturity DateRedemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, into Common Stockin which case the conversion right shall terminate at the close of business on the date such Event of Default is cured and such Security is redeemed) or (ii) submitted or presented for purchase pursuant to Article 13, such conversion right shall terminate at a the close of business on the Change of Control Purchase Date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Guarantor shall default in making the Change of Control Purchase Price payment when due, in which case the conversion rate right shall terminate at the close of business on the date such Event of Default is cured and such Security is purchased). The initial Conversion Ratio (the “"Conversion Rate”Ratio") is [ ], subject to adjustment as provided in this Article 18 of 81.2 shares per the Indenture. Each Holder's right to convert Securities into Shares is subject to the Guarantor's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence, in lieu of delivering such Shares (a "Cash Alternative"). The amount of cash to be paid, if the Guarantor elects a Cash Alternative, for each $1,000 in principal amount of a Security upon conversion, shall be equal to the Notes Current Market Price of an ADS on the ninth Trading Day following the Conversion Date, multiplied by the Conversion Ratio in effect on such Trading Day (plus a "Cash Alternative Payment"). Such payment shall be effected not later than ten Trading Days following the relevant Conversion Date. Except as otherwise provided in Section 18.1 of the Indenture, the Guarantor may not revoke such election once such notification has been provided. The Guarantor shall not pay a Cash Alternative upon the conversion of any Security pursuant to the terms of Section 18.1 of the Indenture (other than cash in lieu of fractional shares pursuant to Section 18.3), if there has occurred (prior to, on or after, as the case may be, the Conversion Date or the date on which the Guarantor delivers its notice electing to pay a Cash Alternative) and is continuing an Event of Common Stock Default (other than a default in the payment of such Cash Alternative on such Securities); provided, however, that this sentence shall not apply in the event that an Event of Default occurs after such Cash Alternative is paid. The Guarantor shall not deliver a notice electing to, and shall not, directly or indirectly, pay a Cash Alternative at any time any Existing EPIL Indebtedness is outstanding. A Security in respect of which a Holder has delivered a Change of Control Purchase Notice pursuant to Section 13.1(c) of the Indenture exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change of Control Purchase Notice is withdrawn in accordance with Section 12.03)the terms of the Indenture. A Holder of Securities is not entitled to any rights of a holder of Shares until such Holder has converted its Securities into Shares, and only to the extent such Securities are deemed to have been converted into Shares pursuant to this Article 18 of the Indenture. If the Guarantor is party to a consolidation, merger or binding share exchange or a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Guarantor which is otherwise permitted under the terms of the Indenture, pursuant to which the Ordinary Shares are converted into the right to receive other securities, cash or other assets, then, subject to the second proviso of this paragraph, the right to convert a Security into Shares will be transformed into a right to convert such Security for the kind and amount of securities, cash or other assets which the Holder would have received if the Holder had converted such Security immediately prior to such consolidation, merger, exchange or transfer; provided that that, if such consolidation, merger, exchange or transfer constitutes a Change of Control pursuant to which, during the 90 days following such Change of Control, the Conversion Ratio is determined as provided in Section 18.10 of the Indenture, the Holder, in connection with any Holder of Notes who would beneficially own (as conversion occurring during such 90 day period, shall be deemed to have converted such Holder's Securities at the Conversion Ratio determined in accordance with Section 13(d) 18.10 of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% Indenture; provided, further, that, if any part of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice Total Consideration paid to the Company prior to holders of Ordinary Shares in connection with any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt Change of the Required Stockholder Approval and the effectiveness Control consists of the Charter AmendmentListed Equity Securities, the Company shall right to convert (a Security into Shares will, from and after the “Mandatory Conversion”) any outstanding Notes 91st day after such Change of Control, be transformed into a right to convert such Security into a number of shares of Common Stock per $1,000 principal amount of Notes such Listed Equity Securities equal to the Conversion Rate then in effect sum of (plus cash in lieu i) the number of fractional shares) Listed Equity Securities which the Holder would have received if the Daily VWAP Holder had converted such Security immediately prior to such Change of Control and (ii) a number of Listed Equity Securities having a Market Value on the Common Stock exceeds or is date of such Change of Control equal to the Threshold Price fair market value of the Total Consideration (excluding Listed Equity Securities referred to in clause (i) of this sentence) which the Holder would have received if the Holder had converted such Security immediately prior to such Change of Control. To convert a Security, a Holder must (i) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (ii) surrender the Security to a Conversion Agent and (iii) pay any tax required pursuant to Section 18.4 of the Indenture. In the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice any Regular Record Date to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open opening of business on the second next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or presented for purchase on a Redemption Date or Change of Control Purchase Date, as the case may be, during the period beginning at the close of business day following such Mandatory Conversion Event, which notice shall specify that on a Regular Record Date and ending at the Mandatory Conversion shall occur not later than the third opening of business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the first Business Day after the next succeeding Interest Payment Date, or if such interest payment date of occurrence of the Optional Conversion or the Mandatory Conversion (such dateis not a Business Day, the “Conversion Date”). The accrued and unpaid second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to such Interest Payment Date on the principal amount of such Note Security then being converted. (d) If a , and such interest shall be payable to such registered Holder exercises its right to require notwithstanding the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness conversion of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionSecurity. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. Lender and Borrower agree that, on and following the Conversion Trigger Date, Lender has the right to convert all or any portion of the Obligations (i.e., principal amount of all Credit Extensions and accrued and unpaid interest thereon under this Agreement) into shares of Series A Preferred Stock of RMG Networks Holdings Corporation (“Series A Preferred Stock”) on the terms set forth in the Certificate of Designation set forth as Exhibit B hereto. The “Conversion Trigger Date” shall mean the earlier of (a) At any time 150 days following the receipt execution of the Required Stockholder Approval and Merger Agreement or (b) the effectiveness termination of the Charter Amendment, Holders Merger Agreement pursuant to Sections 8.01(d) (failure to receive shareholder vote upon a final vote) or 8.01(e) (Company breach) thereof; provided that if the Borrower terminated the Merger Agreement under Section 8.01(h) of the Notes Merger Agreement within the period referenced in clause (a) in order to enter into a definitive agreement with respect to a Superior Proposal (as defined in the Merger Agreement), the Conversion Trigger Date shall have be the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest later of (1) if applicable, 150 days following the execution of the Merger Agreement or (2) 100 days following the execution of such definitive agreement with respect to a Note called for redemptionSuperior Proposal. Notwithstanding anything to the contrary, Lender shall have no right to convert the close Obligations into any shares of business on the Business Day immediately preceding the Redemption Date or Series A Preferred Stock if (2a) the close of business on Penalty Loan Conditions are satisfied, (b) the Business Day immediately preceding Borrower shall have consummated prior to the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own Trigger Date an Unaffiliated Exit Event (as determined defined in accordance Exhibit B hereof) pursuant to an acquisition agreement with Section 13(d) a Person other than the Lender or its Affiliates and in which the public common stockholders of the Exchange Act and the rules and regulations promulgated thereunder) RMG Networks Holdings Corporation receive a fixed price in such transaction in excess of 9.99% $1.27 per share of common stock or (c) Lender fails to escrow funds with (or provide a letter of credit to) the outstanding shares Escrow Agent in amount of Common Stock upon conversion of such Holder’s Notes shall be $1,000,000 as required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. 2.2(b) and Lender has not cured or rectified such failure (bother than failing to perform by the initial required date) Following prior to the receipt termination of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion EventMerger Agreement. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) (i) At any time following the receipt time, until this Debenture is no longer outstanding, this Debenture, including interest and principal, shall be convertible into shares of Common Stock at a price of Fifty Percent (50%) of the Required Stockholder Approval and average closing bid price, determined on the effectiveness of then current trading market for the Charter AmendmentCommon Stock, Holders of for the Notes shall have ten Business Days prior to the right convert Conversion Date, (the “Optional ConversionSet Price”) their outstanding Notes), at the option of the Holder, in whole or in part, at any time and from time to time, on any Business Day, prior . The Holder shall effect conversions by delivering to the earliest Company a Notice of (1) if applicable, with respect to a Note called for redemptionConversion, the close form of business which is attached hereto as Annex A (a “Notice of Conversion”), specifying the date on the Business Day immediately preceding the Redemption Date or which such conversion is to be effected (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion RateDate”) ). If no Conversion Date is specified in a Notice of 81.2 shares per $1,000 principal amount Conversion, the Conversion Date shall be five Business Days following the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Company or a notarized affidavit of lost debenture regarding this Debenture. The Company shall deliver any objection to any Notice of Conversion within two Business Days of receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Notes (plus cash Company shall be controlling and determinative in lieu the absence of fractional manifest error. If the Company does not issue the shares of Common Stock underlying this Debenture after receipt of a Notice of Conversion within five (5) Business days following the period allowed for any objection, the Company shall be responsible for any differential in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) the value of the Exchange Act converted shares of Common Stock underlying this Debenture between the value of the closing price on the date which is ten Business Days after the Conversion Date and the rules date the shares of Common Stock are delivered. The Holder and regulations promulgated thereunder) in excess any assignee, by acceptance of 9.99% this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof. (ii) If the Company, at any time while this Debenture is outstanding: (A) shall pay a Common Stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company pursuant to this Debenture, including as interest thereon), (B) subdivide outstanding shares of Common Stock upon conversion into a larger number of such Holder’s Notes shares, (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of Common Stock, then the Set Price shall be required to provide 61 days’ written notice to multiplied by a fraction of which the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following numerator shall be the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount (excluding treasury shares, if any) outstanding before such event and of Notes equal to which the Conversion Rate then in effect (plus cash in lieu denominator shall be the number of fractional shares) if the Daily VWAP shares of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”)outstanding after such event. Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted Any adjustment made pursuant to an Optional Conversion this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or Mandatory Conversion distribution and shall be added to become effective immediately after the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the effective date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion subdivision, combination or re-classification. (iii) Whenever the Set Price is adjusted pursuant to Section 12.01(b)this Section, the Company shall promptly mail to each Holder a notice setting forth the Set Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (iv) If (A) the Company shall declare a dividend (or any other distribution) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall mail to the Holders, at their last addresses as they shall appear upon the stock books of the Company, at least 20 calendar days prior to the applicable record or effective date, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. Holders are entitled to convert Debentures during the 20-day period commencing the date of such notice to the effective date of the event triggering such notice. (v) If, at any time beginning with while this Debenture is outstanding, (A) the date Company effects any merger or consolidation of the Mandatory Conversion Event Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Debenture, the Holder shall have the right to receive the same kind and ending 30 calendar days following amount of securities, cash or property as it would have been entitled to receive upon the effectiveness occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of Common Stock (the “Alternate Consideration”), unless the Company received no Alternate Consideration in such Fundamental Transaction (ie. an exchange offer open only to shareholders of the Company). For purposes of any such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) the determination of the Exchange Act Set Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in such Fundamental Transaction, and the rules and regulations promulgated thereunder) Company shall apportion the Set Price among the Alternate Consideration in excess a reasonable manner reflecting the relative value of 9.99% any different components of the outstanding Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Debenture following such Fundamental Transaction. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph and insuring that this Debenture will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. (b) The Company covenants that it will reserve and keep available, out of its authorized and unissued shares of Common Stock, solely for the purpose of issuance upon conversion of this Debenture, a sufficient number of shares of Common Stock or otherwise be deemed required to be an “affiliate” issued upon a conversion of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionthis Debenture. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following In the receipt of event the Required Stockholder Approval ITAC/IXI Merger becomes effective and subject to and conditioned upon the effectiveness of the Charter AmendmentITAC/IXI Merger becoming effective, Holders of the Notes each Conversion Participant shall have the right option to convert its respective Conversion Amount pursuant to this Agreement and the ITAC Certification into such number of fully paid and non-assessable shares of ITAC’s Common Stock, par value $0.0001 per share (the “Optional ConversionITAC Stock”) their outstanding Notesas determined by dividing (A) such Conversion Participant’s Conversion Amount by (B) $6.50, at any time appropriately adjusted for stock dividends, stock splits and from time other recapitalizations subsequent to time, on any Business Day, the date of ITAC’s most recent publicly available securities law filing prior to the earliest execution of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06this Agreement. (b) Following At any time on or after the receipt First Interest Payment Date, in the event the ITAC/IXI Merger is rejected by ITAC’s shareholders or otherwise fails to become effective, each Conversion Participant shall have the option to convert its respective Conversion Amount into such number of fully paid and non-assessable shares of Series E Preferred Stock, par value $0.01, of the Required Stockholder Approval Parent Guarantor (“IXI Stock”) as determined by dividing (A) such Conversion Participant’s Conversion Amount by (B) $0.656. The rights, preferences and the effectiveness privileges of the Charter Amendment, IXI Stock shall be as set forth in the Company shall convert currently effective 9th Amended and Restated Certificate of Incorporation of the Parent Guarantor attached hereto as Exhibit H (the “Mandatory Conversion”) any outstanding Notes into a number Amended and Restated Certificate of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion EventIncorporation”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest No fractional shares of Conversion Stock shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to be issued upon an Optional Conversion or Mandatory Conversion shall be added to the principal amount Conversion. If, upon an Optional Conversion, a fraction of a share would otherwise result, then in lieu of such Note being converted. fractional share the Parent Guarantor (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and 3.2(b) above) or ITAC (2) in the case of a Mandatory an Optional Conversion pursuant to the combined provisions of Section 3.2(a) above and the ITAC Certification) will pay the cash value of that fractional share. (d) An Optional Conversion shall be effectuated by the Conversion Participant by furnishing both the Parent Guarantor and ITAC (in the case of an Optional Conversion pursuant to the combined provisions of Section 3.2(a) above and the ITAC Certification) or by furnishing the Parent Guarantor (in the case of an Optional Conversion pursuant to Section 12.01(b3.2(b) above), at any time beginning with no later than within sixty (60) Business Days following the closing date of the Mandatory ITAC/IXI Merger (in the case of an Optional Conversion Event pursuant to the combined provisions of Section 3.2(a) above and ending 30 calendar days the ITAC Certification) or no later than within sixty (60) Business Days following the effectiveness date on which the Conversion Participant receives notice from the Parent Guarantor that the ITAC/IXI Merger failed to become effective and the Company failed to make the first interest payment on the First Interest Payment Date (in the case of an Optional Conversion pursuant to Section 3.2(b) above), a notice indicating the Conversion Participant’s Conversion Amount and otherwise evidencing such conversionConversion Participant’s intention to convert its respective Conversion Amount (the “Conversion Notice”). Should any Lender and/or Leumi Guarantor fail to deliver a Conversion Notice within the timeframe and to the party or parties set forth above, that such Holder will beneficially own (as determined in accordance with Section 13(d) Lender and/or Leumi Guarantor shall be deemed to have waived its right for Optional Conversion and such right shall automatically, without any action on the part of the Exchange Act Parent Guarantor and/or ITAC, be of no further force and effect with respect to such Lender and/or Leumi Guarantor. (e) The date on which the rules and regulations promulgated thereunder) in excess of 9.99% of Conversion Participant delivers the outstanding shares of Common Stock or otherwise Conversion Notice, duly executed, to the Parent Guarantor shall be deemed to be an the date of Optional Conversion (the “affiliate” Optional Conversion Date”) for the purposes of determining the Conversion Amount. Facsimile delivery of the Company for purposes of Conversion Notice shall be accepted by the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering Parent Guarantor. Certificates representing the shares of Common Conversion Stock received issuable upon such conversionan Optional Conversion, containing the restrictive legend then in effect, will be delivered to the Conversion Participant as soon as practicable after the Optional Conversion Date. (f) At the request of any Holder, the Company Any Conversion Amount converted into Conversion Stock will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder be deemed fully paid and all Obligations relating thereto will not be an “affiliate” deemed fully satisfied. Upon issuance of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)conversion stock, such shares shall be duly and validly issued.

Conversion. Each of the Parties agrees that, in the absence of any Event of Default (a) At any time or following the receipt waiver of the Required Stockholder Approval any Event of Default by Investor) and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, the First Principal Amount will automatically convert upon the consummation of Business Combination into Common Stockthe First CM Seven Star Unit Amount. Within five (5) Business Days of such consummation, at CM Seven Star shall issue to the Investor the First CM Seven Star Unit Amount, as adjusted for any share split, share dividend, share combination or consolidation, recapitalization, reclassification or other similar event in relation to the share capital of CM Seven Star. Each of the Parties agrees that, in the absence of any Event of Default (or following the waiver of any Event of Default by Investor), if the Second Principal Amount is funded to Kaixin following the completion of the Business Combination, the Second Principal Amount will automatically convert into the Second CM Seven Star Unit Amount. Within five (5) Business Days of the deposit of the Second Principal Amount with Kaixin, CM Seven Star shall issue to the Investor the Second CM Seven Star Unit Amount, as adjusted for any share split, share dividend, share combination or consolidation, recapitalization, reclassification or other similar event in relation to the share capital of CM Seven Star. For the avoidance of doubt, after any conversion pursuant to this Clause 4, all right and title to the amount deposited with Kaixin under the Convertible Loan shall become that of Kaixin as consideration for the CM Seven Star Units. Upon the completion of the Business Combination, CM Seven Star shall enter into a conversion rate customary Registration Rights Agreement (the “Conversion RateRegistration Rights Agreement”) of 81.2 shares per $1,000 principal amount of with the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of Investor, pursuant to which CM Seven Star will grant to Investor the Exchange Act right, subject to the terms and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion conditions of such Holder’s Notes Registration Rights Agreement, to cause CM Seven Star to prepare and file with the Commission a registration statement with respect to the CM Seven Star Shares underlying the CM Seven Star Units and use its reasonable best efforts to cause such registration statement to become effective. CM Seven Star further confirms that, in connection with a demand registration pursuant to such Registration Rights Agreement, all reasonable fees, costs and expenses of and incidental to such registration, inclusion and public offering in connection therewith shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendmentborne by CM Seven Star, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Eventapplicable underwriting discounts and commissions and transfer taxes. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following the receipt Each Holder of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes Preferred Stock shall have the right convert (the “Optional Conversion”) their outstanding Notesat any time, at any time and from time its option, to timeconvert, on any Business Day, prior subject to the earliest terms and provisions of (1) if applicablethis Section 8 and subject to the limitations set forth in Section 11, with respect to a Note called for redemption, the close any or all of business on the Business Day immediately preceding the Redemption Date or (2) the close such Holder’s shares of business on the Business Day immediately preceding the Maturity Date, Preferred Stock into Common Stock, Stock at a conversion rate equal to the quotient of (i) the Liquidation Preference; divided by (ii) the Base Conversion Price (subject to adjustment as provided in this Section 8, the “Conversion Rate”) per share of 81.2 shares per $1,000 principal amount Preferred Stock. Notwithstanding the foregoing, but subject to the Conversion Cap, each Holder of Preferred Stock shall have the right (the “Seven-Year Holder Conversion Right”) at any time after the seven-year anniversary of the Notes Issue Date, if the then-current Conversion Price exceeds the Weighted Average Price for the Common Stock during any 10 consecutive Trading Days, at its option by delivery of a Notice of Conversion in accordance with Section 8(b) below no later than 5 Business Days following such 10th consecutive Trading Day, to convert any or all of such Holder’s shares of Preferred Stock into, at the Corporation’s sole discretion, either Common Stock, cash or a combination of Common Stock and cash; provided, that the Corporation shall provide such converting Holder notice of its election within 2 Trading Days of receipt of the Notice of Conversion; provided further, that in the event the Corporation elects to issue Common Stock for all or a portion of such conversion, the “Conversion Rate” for such conversion (plus subject to the limitations set forth in Section 11) shall mean the quotient of the Liquidation Preference divided by the average Weighted Average Price for the Common Stock during the 20 consecutive Trading Days commencing on the Trading Day immediately following the Trading Day on which the Corporation provided such notice. If the Corporation does not elect a settlement method prior to the deadline set forth, the Corporation shall be deemed to have elected to settle the conversion entirely in Common Stock. Notwithstanding anything to the contrary herein, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be converted pursuant to this Section 8 in the aggregate into more than 19.99% of the shares of Common Stock outstanding on the Issue Date (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization) (such limitation, the “Conversion Cap”). Upon conversion of any share of Preferred Stock, the Corporation shall deliver to the converting Holder, in respect of each share of Preferred Stock being converted, a number of shares of Common Stock equal to the Conversion Rate, together with a cash payment in lieu of any fractional shares share of Common Stock in accordance with Section 12.03)10, on the second Business Day immediately following the relevant Conversion Date; provided, that upon any Holder’s election to convert any share or shares of Preferred Stock pursuant to the second sentence of this Section 8(a) the Corporation shall have the option to deliver the applicable conversion value (or any portion thereof) in cash in lieu of shares of Common Stock, after providing such Holder at least 2 Business Days’ prior written notice of its election pursuant to this proviso; provided further, that any Holder such payment in cash in lieu of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock shall be made in an amount equal to the Liquidation Preference for every whole share of Preferred Stock so converted; provided further, that if the conversion value consists (x) solely of cash, then the Corporation shall deliver such cash payment to the Holder no later than 2 Trading Days from the receipt of the Notice of Conversion or (y) partially of cash, then the Corporation shall deliver such cash payment to the Holder simultaneously with the delivery of the Common Stock included in the conversion value. (b) Before any Holder shall be entitled to convert a share of Preferred Stock as set forth above, such Holder who: (i) holds a beneficial interest in a Global Preferred Share must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program (a “Conversion Instruction”) and, if required, pay all transfer or similar taxes or duties, if any; or (ii) holds Preferred Stock in definitive, certificated form must: (A) manually sign and deliver an irrevocable notice to the office of the Conversion Agent as set forth in the Form of Certificated Notice of Conversion (or a facsimile thereof) in the form included in Exhibit A hereto (a “Certificated Notice of Conversion”) and state in writing therein the number of shares of Preferred Stock to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered and registered; (B) surrender such shares of Preferred Stock, at the office of the Conversion Agent; (C) if required, furnish appropriate endorsements and transfer documents; and (D) if required, pay all transfer or similar taxes or duties, if any. The Conversion Agent shall notify the Corporation of any pending conversion pursuant to this Section 8 on the Conversion Date for such conversion. The date on which a Holder complies with the procedures in this clause (b) is the “Conversion Date.” If more than one share of Preferred Stock shall be surrendered for conversion at one time by the same Holder, the number of shares of Common Stock to be delivered upon conversion of such shares of Preferred Stock shall be computed on the basis of the aggregate number of shares of Preferred Stock so surrendered. (c) With respect to any conversion of shares of Preferred Stock: (i) if there shall have been surrendered certificate or certificates, as the case may be, representing a greater number of shares of Preferred Stock than the number of shares of Preferred Stock to be converted, the Corporation shall execute and the Registrar shall countersign and deliver to such Holder or such Holder’s designee, at the expense of the Corporation, a new certificate or certificates, as the case may be, representing the number of shares of Preferred Stock that shall not have been converted; and (ii) if the shares of Preferred Stock converted are held in book-entry form through the facilities of the Depositary, promptly following the relevant Conversion Date, the Corporation shall cause the Transfer Agent and Registrar to reduce the number of shares of Preferred Stock represented by the global certificate by making a notation on Schedule I attached to the relevant Global Preferred Share. (d) Immediately prior to the close of business on the Conversion Date with respect to a conversion, a converting Holder of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon conversion of such Holder’s Notes Preferred Stock notwithstanding that the share register of the Corporation shall then be required closed or that certificates representing such Common Stock, if any, shall not then be actually delivered to provide 61 days’ written notice such Holder. On the date of any conversion, all rights with respect to the Company prior shares of Preferred Stock so converted, including the rights, if any, to receive notices, shall terminate, excepting only the rights of holders thereof (i) pursuant to Section 3(f) and (ii) to (A) receive certificates for the number of whole shares of Common Stock, if any, into which such shares of Preferred Stock have been converted (with a cash payment in lieu of any such conversion. fractional share of Common Stock in accordance with Section 10) and (B) exercise the rights to which they are thereafter entitled as holders of Common Stock, if any. (e) The Conversion Rate shall be adjusted, without duplication, upon the occurrence of any of the following events: (i) If the Corporation exclusively issues shares of Common Stock as a dividend or distribution on all shares of its Common Stock, or if the Corporation effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as the case may be; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as the case may be; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 8(e)(i) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 8(e)(i) is subject declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (ii) If the Corporation distributes to all or substantially all holders of its Common Stock any rights, options or warrants entitling them, for a period expiring not more than 60 days immediately following the announcement date of such distribution, to purchase or subscribe for shares of its Common Stock at a price per share that is less than the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution, the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS 0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution. Any increase made under this Section 8(e)(ii) shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the close of business on the Record Date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be readjusted, effective as of the date of such expiration, to the Conversion Rate that would then be in effect had the increase with respect to the distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased, effective as of the date the Board determines not to make such distribution, to be the Conversion Rate that would then be in effect if such Record Date for such distribution had not occurred. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate shall not be adjusted until the triggering events occur. For purposes of this Section 8(e)(ii) in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Corporation for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board. (iii) If the Corporation distributes shares of its Capital Stock, evidences of its indebtedness or other assets, securities or property of the Corporation or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of Common Stock, excluding (a) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section 12.06. 8(e)(i) or Section 8(e)(ii), (b) Following dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to (or a cash amount paid pursuant to the receipt last paragraph of) Section 8(e)(iv) and (c) Spin-Offs as to which the provisions set forth below in this Section 8(e)(iii) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets, securities or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; SP0 = the average of the Required Stockholder Approval and the effectiveness Closing Sale Prices of the Charter AmendmentCommon Stock over the 10 consecutive Trading Day period ending on, and including, the Company Trading Day immediately preceding the Ex-Date for such distribution; and FMV = the fair market value as of the Record Date for such distribution (as determined by the Board) of the Distributed Property with respect to each outstanding share of the Common Stock. Any increase made under the portion of this Section 8(e)(iii) above shall convert become effective immediately after the close of business on the Record Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased, effective as of the date the Board determines not to pay the distribution, to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing (but subject to the limitations set forth in Section 11), if “Mandatory Conversion”FMV” (as defined above) any outstanding Notes into is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Preferred Stock shall receive, for each share of Preferred Stock, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of Distributed Property that such Holder would have received as if such Holder owned a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then (determined without regard to the Conversion Cap, Beneficial Ownership Limitation or the Permitted Percentage Limitation) in effect (plus cash in lieu on the Record Date for the distribution. With respect to an adjustment pursuant to this Section 8(e)(iii) where there has been a payment of fractional shares) if the Daily VWAP of a dividend or other distribution on the Common Stock exceeds consisting solely of shares of Capital Stock of any class or is equal series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Threshold Price in effect Corporation where such Capital Stock or similar equity interest is, or will be when issued, listed or admitted for trading on each applicable Trading Day for at least 15 consecutive Trading Days a U.S. national securities exchange (the a “Mandatory Conversion EventSpin-Off”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business Rate will be increased based on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).formula: w

Conversion. (a) At any time following The mode of carrying the receipt of the Required Stockholder Approval Merger into effect and the effectiveness manner and basis of converting the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding S▇▇▇▇▇ into shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversionNew Millennium are as follows: 9.1. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a aggregate number of shares of S▇▇▇▇▇ Common Stock per $1,000 principal amount of Notes equal to issued and outstanding on the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP Merger Date shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into an aggregate of 500,000 shares of New Millennium Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day adjusted by any increase for at least 15 consecutive Trading Days fractional shares and reduced by any Dissenting Shares (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”defined below). The accrued and unpaid interest on any Note being converted New Millennium Common Stock to be issued hereunder ("the New Millennium Shares") will be issued pursuant to an Optional Conversion or Mandatory Conversion Rule 506 of the General Rules and Regulations of the Securities and Exchange Commission, will be restricted as to transferability pursuant to Rule 144 thereof, and will bear substantially the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. 9.2. Upon completion of the Merger, there shall be added 24,500,000 shares of New Millennium Common Stock issued and outstanding, subject to such adjustments, held as follows: 500,000 common shares held by G▇▇▇▇▇ ▇▇▇▇▇ and 24,000,000 common shares held by the other shareholders of New Millennium. The management of New Millennium will not consolidate, reverse split or rollback the common shares of New Millennium during the one-year period in which G▇▇▇▇▇ ▇▇▇▇▇ is restricted from selling the 500,000 shares of New Millennium stock. Such dilution would have an adverse effect on the amount and value of shares issued to G▇▇▇▇▇ ▇▇▇▇▇ by New Millennium. 9.3. All outstanding Common or Preferred Stock of S▇▇▇▇▇ and all warrants, options or other rights to its Common or Preferred Stock shall be retired and canceled as of the Merger Date. 9.4. Each share of S▇▇▇▇▇ Common Stock that is owned by S▇▇▇▇▇ as treasury stock shall, by virtue of the Merger and without any action on the part of S▇▇▇▇▇, be retired and canceled as of the Merger Date. 9.5. Each certificate evidencing ownership of shares of New Millennium Common Stock issued and outstanding on the Merger Date or held by New Millennium in its treasury shall continue to evidence ownership of the same number of shares of New Millennium Common Stock. 9.6. New Millennium Common Stock shall be issued to the principal amount holders of such Note being converted. (d) If S▇▇▇▇▇ Common Stock in exchange for their shares on a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer prorata bases in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into each holder's relative ownership of the S▇▇▇▇▇ Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offerthat is being exchanged. 9.7. The shares of New Millennium Common Stock to be issued in exchange for S▇▇▇▇▇ Common Stock hereunder shall be proportionately reduced by any shares owned by S▇▇▇▇▇ shareholders who shall have timely objected to the Merger (ethe" Dissenting Shares") In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) the provisions of the Exchange Act and the rules and regulations promulgated thereunder) in excess General Corporation Law of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversionDelaware, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionas provided therein. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At Subject to the terms and conditions contained in this Section 6, the Series D-1 Preferred Shares shall be convertible as follows: (i) from and after the Issue Date, the holders of Series D-1 Preferred Shares shall have the right, at their option (the “Optional Conversion Right”), to convert some or all of their Series D-1 Preferred Shares as set forth in the Holder Conversion Election Notice (as defined below) into the number of fully paid and non-assessable Common Shares obtained by dividing the aggregate Liquidation Preference plus an amount equal to all accrued and unpaid dividends from the date immediately following the immediately preceding Dividend Payment Date to the date of conversion of such specified Series D-1 Preferred Shares by the Conversion Price (each an “Optional Conversion”); and (ii) at any time following the receipt of date that is twenty-four (24) months following the Required Stockholder Approval Issue Date, provided that for the previous 30 consecutive full Trading Days prior to the Corporation Conversion Election Date (A) both the one-day VWAP and the effectiveness daily Closing Price of a Common Share are each in excess of $50.66 (as adjusted for Common Share Events) and (B) Common Shares with an aggregate value of at least $10,000,000 have been traded on the Charter AmendmentTrading Market on each of such 30 consecutive full Trading Days, Holders of the Notes Corporation shall have the right convert right, at its option (the “Optional ConversionMandatory Conversion Right”) their outstanding Notes), at any time and from time to time, on any Business Day, prior convert up to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% such number of the outstanding shares of Series D-1 Preferred Shares as otherwise permitted under Section 7 into the number of fully paid and non-assessable Common Stock upon Shares obtained by dividing the aggregate Liquidation Preference plus an amount equal to all accrued and unpaid dividends from the date immediately following the immediately preceding Dividend Payment Date to the date of conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to Series D-1 Preferred Shares by the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert Price (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event; provided, the Company shall deliver notice to the Holders of the Noteshowever, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that Right may not be exercised by the Mandatory Conversion shall occur not later Corporation more than the third business day following the notice of the Mandatory Conversion Eventtwo (2) times in any twelve (12) month period. (cb) Interest shall cease to accrue on any Notes on the date of occurrence of the Any Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added subject to the principal amount of such Note being converted.following terms and conditions, as applicable: (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (ei) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant order to Section 12.01(a), at any time beginning on the date of the provision of exercise the Optional Conversion Right, the holder of Series D-1 Preferred Shares shall send a written notice to the Corporation (the “Holder Conversion Election Notice”) stating that the holder thereof has elected to convert Series D-1 Preferred Shares. The Holder Conversion Election Notice shall also state the number of Series D-1 Preferred Shares such holder wishes to convert and the number of Common Shares to be issued by the Corporation to such holder pursuant to the Optional Conversion. The holder of Series D-1 Preferred Shares shall include with the Holder Conversion Election Notice the certificate or certificates representing the Series D-1 Preferred Shares to be converted duly endorsed or assigned to the Corporation or in blank. As promptly as practicable, but in no event later that fifteen (15) Business Days, following receipt of a Holder Conversion Election Notice and ending with the effectiveness certificate or certificates representing the Series D-1 Preferred Shares to be converted, the Corporation shall (or shall cause a transfer agent for the Common Shares to) issue and shall deliver a certificate or certificates for the number of full Common Shares issuable upon such Optional Conversion, and (2) together with payment in the case lieu of any fraction of a Mandatory Conversion share, as provided in Section 6(d), to such holder. If fewer than all the Series D-1 Preferred Shares represented by a certificate delivered to the Corporation pursuant to this Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d6(b)(i) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed are to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange converted pursuant to a Holder Conversion Election Notice, upon such conversion, then conversion the Company will promptly enter into Corporation shall (or shall cause a Registration Rights Agreement covering transfer agent for the shares Series D-1 Preferred Shares to) also issue and deliver to the holder of Common Stock received upon such conversionSeries D-1 Preferred Shares a new certificate representing the Series D-1 Preferred Shares not so converted. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. The Holders of Trust Securities, subject to the limitations set forth in this Section, shall have the right, at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the converting Holders, into shares of Common Stock in the manner described herein on and subject to the following terms and conditions: (i) The Trust Securities will be convertible into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures having a principal amount equal to the aggregate Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial rate of ________ shares of Common Stock for each Trust Security (which is equivalent to a conversion price of approximately $ _____ per $10 principal amount of Debentures), subject to all of the adjustments with respect to the conversion price of the Debentures, as set forth in the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued and (ii) direct the Conversion Agent (a) At any time following to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon receipt of such written notice, deliver to the Required Stockholder Approval and Conversion Agent the effectiveness appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Depositor of the Charter Amendment, Holder's election to convert such Debentures into shares of Common Stock. Holders of Trust Securities at the Notes shall have close of business on a Distribution payment record date will be entitled to receive the right convert (Distribution paid on such Trust Securities on the “Optional Conversion”) their outstanding Notescorresponding Distribution Date notwithstanding the conversion of such Trust Securities on or following such record date but prior to such Distribution Date. Except as provided above, at neither the Trust nor the Depositor will make, or be required to make, any time payment, allowance or adjustment upon any conversion on account of any accumulated and from time to timeunpaid Distributions whether or not in arrears accrued on the Trust Securities surrendered for conversion, or on account of any Business Day, accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities submitted for conversion prior to the earliest expiration of (1conversion rights as provided in Section 4.3(iii) if applicable, with respect shall be deemed to a Note called for redemption, have been converted immediately prior to the close of business on the Business Day immediately preceding day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Redemption Date Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (2iii) The conversion rights of holders of the Debentures and the corresponding conversion rights of Holders of Trust Securities shall expire at the close of business on the Business Day immediately preceding date set for redemption of the Maturity DateTrust Securities upon the mandatory or optional redemption of the Debentures. (iv) Each Holder of a Trust Security by its acceptance thereof initially appoints the Property Trustee, not in its individual capacity but solely as conversion agent, (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section 12.03); provided that and to deliver to the Property Trustee any Holder of Notes who would beneficially own new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Debenture Trustee. (as determined in accordance with Section 13(dv) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding No fractional shares of Common Stock upon conversion will be issued as a result of conversion, but, in lieu thereof, such Holder’s Notes shall fractional interest will be required to provide 61 days’ written notice paid in cash by the Depositor to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal Agent in an amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu Current Market Price of the fractional shares) if the Daily VWAP share of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion EventStock, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (will in turn make such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added payment to the principal amount Holder or Holders of such Note being Trust Securities so converted. (dvi) If a Holder exercises its right Nothing in this Section 4.3 shall limit the requirement of the Trust to require the Company to repurchase its Notes withhold taxes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date terms of the provision Trust Securities or as set forth in this Trust Agreement or otherwise required of the Optional Conversion Notice and ending with Property Trustee or the effectiveness Trust to pay any amounts on account of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionwithholdings. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following the receipt The conversion price for each share of the Required Stockholder Approval Series E Preferred Stock shall equal $2.13 and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert be subject to adjustment as set forth in Section 8 below (the “Optional ConversionConversion Price”) their outstanding Notes). Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each share of Series E Preferred Stock shall be convertible in accordance with the terms of this Section 8, at any time and from time to timetime from and after February 28, on any Business Day, prior to 2019 at the earliest option of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Dateholder thereof, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount determined by dividing the Liquidation Preference of Notes equal to such share of Series E Preferred Stock, plus the aggregate accrued or accumulated and unpaid dividends thereon through the Conversion Rate then in effect Date (plus cash in lieu of fractional shares) if as defined below), by the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Conversion Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days the Conversion Date. A holder of the Series E Preferred Stock shall effect any such conversion by providing the Corporation with a written conversion notice (the each, a “Mandatory Conversion EventNotice of Conversion”). Upon Each Notice of Conversion shall specify the occurrence number of the Mandatory Conversion Eventshares of Series E Preferred Stock to be converted, the Company shall deliver notice number of shares of Series E Preferred Stock owned prior to the Holders of the Notesconversion at issue, the Trustee number of shares of Series E Preferred Stock owned subsequent to the conversion at issue and the Conversion Agent (if other than the Trustee) date on which such conversion is to be effective (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such effective date, the “Conversion Date”); provided, however, that the Conversion Date may not be less than 30 days after the date on which the Notice of Conversion is delivered to the Corporation. The accrued and unpaid interest on any Note being converted pursuant to an Optional If a Conversion Date is not specified, or Mandatory is less than 30 calendar days after delivery of the Notice of Conversion, the Notice of Conversion shall be added to effective on the principal amount 30th day (or if such day is not a Business Day, the next Business Day) following delivery of such Note being convertedthe Notice of Conversion. (db) If Upon receipt of a Notice of Conversion, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-converting Holder”), that a Notice of Conversion has been delivered and provide each Non-converting Holder exercises its right with a copy of such Notice of Conversion. The Board shall deliver a waiver of the Ownership Limit to require the Company to repurchase its Notes a Non-converting Holder pursuant to a Prepayment Offer or a Change Article IX(A)(7) of Control Offer the Articles prior to the Conversion Date if (i) such Non-converting Holder provides the Board the representations and undertakings specified in accordance with Section 4.10 or Section 4.15Article IX(A)(7) of the Articles prior to the Conversion Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Conversion Date (which the Corporation shall use commercially reasonable efforts to obtain, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) at the Corporation’s expense). In the event that a Non-converting Holder fails to provide such representations and undertakings, or the Corporation is unable to obtain such opinion of counsel notwithstanding commercially reasonable efforts to do so, the minimum number of shares of Series E Preferred Stock held by such Non-converting Holder necessary to cause such Non-converting Holder to satisfy the Ownership Limit shall automatically without any further action by such Non-converting Holder notified or the Company Corporation convert (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending along with the effectiveness aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate number of such Optional Conversion, and shares of Common Stock (2) in the case including any fraction of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as share) determined in accordance with this Section 13(d) 8 on the Conversion Date, concurrently with the conversion of the Exchange Act and shares specified in the rules and regulations promulgated thereunder) in excess Notice of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionConversion. (fc) At the request first annual meeting of any Holdershareholders following the issuance of the Series E Preferred Stock, the Company will Corporation shall seek (and use its commercially reasonable efforts to cooperate obtain) shareholder approval of an amendment to the Articles that, in connection with such Holder to confirm with brokers that such Holder will not be an “affiliate” any conversion of the Company for purposes Series E Preferred Stock, eliminates the requirement that the Board obtain such representations and undertakings from a Person as are reasonably necessary to ascertain that no individual’s Beneficial Ownership or Constructive Ownership of shares of the Securities Act and/or Series E Preferred Stock will violate the Exchange Act upon any Optional Conversion pursuant Ownership Limit, so long as the Board is able to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(bobtain the opinion of counsel specified in Article IX(A)(7).

Conversion. (a) At This Note, and any time following accrued and unpaid Interest hereon, at the receipt option of the Required Stockholder Approval Holder, shall be convertible into shares of common stock of the Obligor, par value $0.001 per share (the "Common Stock") in whole or in part at any time, at a conversion price (the "Conversion Price") The principal and any accrued and unpaid Interest may be converted, at the option of the holder, into the Common Stock at a price per share of calculated at a 20% discount to the 30-day average bid price of the Common Stock as may be quoted on the OTCQB, OTCQX Markets or listing on a national stock exchange and in no case below a price of $0.20 per share. The Holder shall effect conversions under Section 4(a) by surrendering to the Obligor the Note and by delivering to the Obligor a written conversion notice (the "Holder Conversion Notice"). Each Holder Conversion Notice shall specify the amount of Principal and Interest to be converted and the effectiveness date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Holder Conversion Notice to the Obligor (the "Conversion Date"). If the Holder is converting less than the entire Principal amount (and pro rata Interest) of this Note, then the Obligor shall deliver to the Holder a new Note for such Principal amount that has not been converted within five (5) business days of the Charter AmendmentConversion Date. Each Holder Conversion Notice, Holders of once given, shall be irrevocable. (b) If the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, Obligor at any time and time, or from time to time, on subdivides (by any Business Daystock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the earliest Obligor at any time, or from time to time, combines (by combination, reverse stock split or otherwise) one or more classes of (1) if applicableits outstanding shares of Common Stock into a smaller number of shares, with respect the Conversion Price in effect immediately prior to a Note called for redemption, such combination will be proportionately increased. Any adjustment under this Section shall become effective at the close of business on the Business Day date the subdivision or combination becomes effective or, in the case of a stock dividend, the date of such event. Whenever the Conversion Price is adjusted the Obligor shall promptly mail notice of such adjustment to the Holder, which notice shall set forth the Conversion Price after adjustment, the date on which such adjustment became effective and a brief statement of the facts resulting in such adjustment. (c) If the Obligor, by reclassification of securities or otherwise, shall change any of the securities as to which conversion rights under this Note exist into the same or a different number of securities of any other class or classes, this Note shall thereafter be convertible into such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the conversion rights under this Note immediately preceding prior to such reclassification or other change, and the Redemption Date Conversion Price therefore shall be appropriately adjusted, all subject to further adjustment as provided in this Section 4. No adjustment shall be made pursuant to this Section 4(c) upon any conversion or redemption of the Common Stock which is the subject of Section 4(d). (2d) In case of any capital reorganization of the capital stock of the Obligor (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or any merger or consolidation of the Obligor with or into another corporation, or the sale of all or substantially all the assets of the Obligor then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Note shall thereafter be entitled to receive upon conversion of this Note, the number of shares of stock or other securities or property (including cash) to which the holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4(d) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Note. In all events, appropriate adjustment (as determined in good faith by the Obligor's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. (e) In case all or any portion of the authorized and outstanding shares of Common Stock of the Obligor are redeemed or converted or reclassified into other securities or property pursuant to the Obligor's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Note, upon conversion hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "Termination Date"), shall receive, in lieu of the number of Conversion Shares that would have been issuable upon such conversion immediately prior to the Termination Date, the securities or property that would have been received if this Note had been converted in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Note. (f) Not later than ten (10) business days after the Conversion Date, the Obligor will deliver, or will cause to be delivered, to the Holder a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of all or a portion of the Principal amount of or Interest under this Note (the "Conversion Shares"). If the Obligor fails to deliver to the Holder a certificate or certificates representing the Conversion Shares pursuant to Section 4(a) of this Note by the close of business on the Business Day immediately preceding tenth business day after the Maturity Datedate of exercise, into Common Stockthen the Holder will have the right to rescind such exercise. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Obligor's failure to timely deliver certificates representing Conversion Shares upon conversion rate of this Note as required pursuant to the terms hereof. (the “Conversion Rate”g) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional Certificates representing shares of Common Stock to be delivered upon a conversion hereunder may bear restrictive legends and may be Restricted Securities as defined in accordance with Section 12.03the Purchase Agreement; such securities may be resold without registration under the Securities Act only in certain limited circumstances. Such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"); provided that any Holder , OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. (h) The Obligor shall at all times reserve out of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act its authorized and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding unissued shares of Common Stock upon a number of Conversion Shares necessary to satisfy a full conversion of such Holder’s Notes the Principal amount of and Interest under this Note (the "Required Reserve Amount"). If at any time while this Note remains outstanding the Obligor does not have a sufficient number of authorized shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount (an "Authorized Share Failure"), then the Obligor shall take all action necessary to increase the Obligor's authorized shares of Common Stock to an amount sufficient to satisfy the Required Reserve Amount. As soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence, the Obligor shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. For the avoidance of doubt, an Authorized Share Failure shall constitute an Event of Default pursuant to Section 9 of this Note, notwithstanding the Obligor's obligation or efforts to comply with the requirements set forth in the immediately preceding sentence. (i) Upon a conversion hereunder the Obligor shall not be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number deliver stock certificates representing fractions of shares of Common Stock per $1,000 principal amount of Notes equal Stock. All fractional shares shall be rounded to the Conversion Rate then in effect (plus cash in lieu nearest whole share as full, final and complete satisfaction of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day its obligations for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Eventany conversion hereunder. (cj) Interest The transfer of certificates for Conversion Shares shall cease be made without cost or charge to accrue on any Notes on the date of occurrence Holder in respect of the Optional Conversion issue or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount delivery of such Note being converted. (d) If a Holder exercises its right certificate, provided that the Obligor shall not be required to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change pay any tax that may be payable in respect of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) transfer involved in the case issuance and delivery of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange certificate upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (fk) At Any and all notices or other communications or deliveries to be provided by the request of Holder hereunder, including, without limitation, any HolderConversion Notice, shall be in writing and delivered in accordance with the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” Section 9.2 of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)Purchase Agreement.

Conversion. (a) At any time following or from time to time after the receipt occurrence and during the continuance of the Required Stockholder Approval and the effectiveness an Event of the Charter AmendmentDefault, Holders of the Notes or four hundred fifty (450) days after NDA Filing, Lender shall have the right convert option to convert, in whole or in part, the outstanding principal balance of and all accrued interest on the Pre-Approval Note, into shares of common stock of Borrower ("Common Stock") in accordance with the “Optional Conversion”) their outstanding Notes, at provisions of this Agreement. At any time and or from time to time, on any Business DayLender shall have the option to convert, prior to the earliest of (1) if applicable, with respect to a Note called for redemptionin whole or in part, the close outstanding principal balance of business and all accrued interest on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity DateFirst Year Sales Note, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with the provisions of this Agreement. Notwithstanding the foregoing, in the event that Lender exercises its conversion rights under this Section 12.03); provided that any Holder 2.07 to convert in part outstanding principal and interest amounts under the Notes and such conversion results in Lender owning in excess of Notes who would beneficially own twenty percent (as determined in accordance with Section 13(d20%) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ Stock, then promptly following written notice thereof to the Company prior Lender by Borrower, Lender will exercise its conversion rights with respect to any such conversionremaining principal and interest under the Notes. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal into which the Notes may be converted shall be equal to (i) the total amount of outstanding principal balance and accrued interest being converted, divided by (ii) the Fair Market Value as of the Conversion Effective Date (as defined below); provided, however, that if Lender converts any portion of the Notes after the occurrence of an Event of Default under Section 7.01 (a) or 7.01(d) hereof and after a notice referred to in Section 7.02, then the number of shares of Common Stock into which the Notes may be converted shall be equal to (i) the total amount of outstanding principal balance and accrued interest being converted, divided by (ii) the Default Conversion Price as of the Conversion Effective Date. (Shares issued upon conversion of the Notes are sometimes referred to herein as the "Conversion Shares.") Promptly following Lender's written request, Borrower will inform Lender in writing of the percentage of the outstanding Common Stock owned by Lender. Notwithstanding the foregoing, Lender may not convert any or all of the outstanding principal balance of and accrued interest on the Notes within twenty (20) days of any sale of Common Stock by Lender or its Affiliates, provided that this twenty (20) day waiting period shall not apply to the conversion of the Notes after the occurrence and during the continuance of an Event of Default under Section 7.01(a) or 7.01(d) hereof or an Event of Default under Section 7.01(g) or 7.01(h). (b) Lender must give written notice to Borrower of its intent to convert the Notes into Conversion Shares. Such notice must state (i) the amount of the outstanding principal and interest under the Notes to be converted, (ii) the name or names in which the certificate(s) for the Conversion Shares are to be issued, and (iii) the date upon which such conversion shall be effective, which shall be at least five (5) days after the date on which such notice is given (the "Conversion Effective Date"); provided, however, that if Borrower irrevocably pays and satisfies prior to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if Effective Date the Daily VWAP amount of the outstanding principal and interest to be converted pursuant to the notice, then Lender's right to convert such principal and interest into Common Stock exceeds or is equal shall terminate. Notwithstanding anything to the Threshold Price contrary in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon Section 2.07(a) above, if such notice of conversion is given after the occurrence and during the continuance of the Mandatory Conversion Eventan Event of Default, the Company such notice shall deliver notice to the Holders remain valid and such conversion shall remain effective if thereafter such Event of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (Default is not continuing. Promptly upon delivery of such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice Borrower shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice inform Lender of the Mandatory Conversion Eventaggregate percentage of Borrower's capital stock Lender will hold after such conversion. (c) Interest Upon the Conversion Effective Date, the outstanding principal and interest under the Notes shall cease to accrue on any Notes on be deemed paid in the date of occurrence amount of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date portion of the provision Notes converted by Lender. After the Conversion Effective Date, Borrower shall, as soon as is practicable, issue and deliver to Lender at its principal office a certificate or certificates for the number of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant Shares to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received which Lender is entitled upon such conversion. (fd) At Borrower shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the request purpose of effecting the conversion of the Notes such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of the Notes; and if at any Holdertime the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the entire outstanding principal balance of and accrued interest on the Notes, in addition to such other remedies as shall be available to Lender, Borrower shall use its best efforts to take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. (e) Upon conversion of the Notes pursuant to this section, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not Conversion Shares shall be an “affiliate” included in the definition of the Company "Shares" for all purposes of the Securities Act and/or Stock Purchase Agreement dated as of the Exchange Act upon any Optional Conversion same date hereof, as amended, modified or supplemented from time to time, between Lender and Borrower. (f) Any conversion of Notes pursuant to this Section 12.01(a) 2.07 shall be subject to compliance with the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇"), together with any other requirements for governmental consents. If any filing under the HSR Act is required in order to consummate such conversion, each of Borrower and Lender shall cooperate and work diligently to make such filing and obtain the termination or Mandatory expiration of the waiting period promptly. In the event of a delay in the conversion of the Notes by reason of the need to obtain governmental consents, the number of Conversion pursuant Shares to Section 12.01(bbe issued shall be the same as if the conversion had occurred on the originally specified Conversion Effective Date (i.e., without any change by reason of the delay in conversion or any subsequent change in the market value of the Conversion Shares).

Conversion. (a) At any time following 1.1 Without prejudice to the receipt provisions paragraphs 4.3 to 4.11 of the Required Stockholder Approval and the effectiveness of the Charter AmendmentSchedule 2 Part 1, Holders of the Notes shall have not be capable of conversion prior to Shareholder Approval having been obtained and no Noteholder shall serve any Conversion Notice prior to such time. 1.2 Subject to paragraph 1.1 and paragraph 1.4 of this Part 2 of Schedule 2, all outstanding Tranche 1 Notes shall automatically convert into a number of fully paid Ordinary Shares upon Shareholder Approval being obtained, determined by dividing (x) the right convert sum of (i) the outstanding principal amount, plus (ii) all accrued and unpaid interest thereon, plus (iii) any amount of the Uplift Payment (to the extent the same is applicable pursuant to the terms of this Instrument) which has become due and payable in accordance with paragraph 4.2 and has not already been paid or satisfied by the issue of Uplift Securities (or otherwise), by (y) the Tranche 1 Conversion Price then in effect; provided that (but subject to paragraph 1.4 of this Part 2 of Schedule 2 below) following such conversion, no individual Noteholder shall hold more than 9.99% of the aggregate voting rights in the Company (on a fully diluted basis) (the “Optional ConversionOwnership Limit”) their outstanding Notes, at ). In the event that Conversion of any time and from time to time, on any Business Day, prior to Noteholder’s holding of Notes would result in such Noteholder exceeding the earliest of (1) if applicable, with respect to a Note called for redemptionOwnership Limit, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes held by such Noteholder which shall convert shall be the greatest amount possible without that Noteholder exceeding such Ownership Limit and the remaining principal balance on such Notes shall remain outstanding. 1.3 Subject to paragraphs 1.1, 1.2 and 1.4 of this Part 2 of Schedule 2: (plus cash a) each Noteholder holding Tranche 1 Notes shall have the right, at any time prior to the Tranche 1 Maturity Date, to serve a Conversion Notice on the Company to convert all or, if the Ownership Limit applies, part of such Noteholder’s Tranche 1 Notes then outstanding (together with any accrued but unpaid interest thereon) into fully paid Ordinary Shares at the Tranche 1 Conversion Price per Share; and (b) each Noteholder holding Tranche 2 Notes shall have the right, at any time prior to the Tranche 2 Maturity Date applicable to such Noteholder’s Tranche 2 Notes, to serve a Conversion Notice on the Company to convert all or, if the Ownership Limit applies, part of such Noteholder’s Tranche 2 Notes then outstanding (together with any accrued but unpaid interest thereon) into fully paid Ordinary Shares at the Tranche 2 Conversion Price per Share, provided that, in lieu each of fractional shares the foregoing cases, at the time of Common Stock the Conversion Notice, either (i) such Noteholder’s aggregate voting rights in the Company is not in excess of the Ownership Limit and would not become in excess of the Ownership Limit as a result of the conversion contemplated by such Conversion Notice; or (ii) such Noteholder has waived the application of the Ownership Limit in accordance with Section 12.03)paragraph 1.4 of this Part 2 of Schedule 2. 1.4 Notwithstanding the foregoing, a Noteholder may increase or decrease the Ownership Limit to any other percentage, by written notice to the Company; provided, that the Noteholder may not decrease the limitation prior to August 8, 2020; provided further that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) a waiver by the Noteholder of the Exchange Act and Ownership Limit or a request to increase the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide Ownership Limit requires not less than 61 days’ days prior written notice to the Company prior (with such waiver of the Ownership Limit or request to increase the Ownership Limit taking effect only upon the expiration of such 61 day notice period and applying only to the Noteholder and not to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (bother holder of Notes) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise Ownership Limit shall never be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).increased above 19.99

Conversion. (a) At any time following Subject to the receipt terms and conditions of the Required Stockholder Approval and the effectiveness Indenture, a Holder may convert each of the Charter Amendment, Holders its Securities into shares of the Notes shall have the right convert Common Stock at an initial conversion rate of 909.0909 shares per $1,000 Principal Amount of Securities (the “Optional ConversionConversion Rate”) their outstanding Notes), at any time and from time to time, on any Business Day, prior to the earliest close of (1) business on January 14, 2011. The Conversion Rate in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such Holder’s Securities so long as the Securities converted are an integral multiple of $1,000 principal amount. Accrued and unpaid interest and Liquidated Damages, if applicableany, with respect to a Note called will be deemed paid in full rather than canceled, extinguished or forfeited; provided, that if this Security shall be surrendered for redemption, conversion during the period from close of business on any Record Date for the payment of interest through the close of business on the Business Day immediately next preceding the Redemption following Interest Payment Date, such Security (or portion thereof being converted) must be accompanied by an amount, in funds acceptable to the Company, equal to the interest payable on such Interest Payment Date or (2) the close of business on the Business Day immediately preceding Principal Amount being converted; provided, however, that no such payment shall be required if there shall exist at the Maturity Datetime of conversion a default in the payment of interest on the Securities. In addition, to the extent the Holder elects to convert this Security into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance connection with Section 12.03); provided a transaction that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) constitutes a Fundamental Change that occurs on or prior to January 15, 2011, pursuant to which 10% or more of the Exchange Act and consideration for the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus other than cash in lieu of payments for fractional shares) if the Daily VWAP in such Fundamental Change transaction consists of the Common Stock exceeds cash or is equal securities (or other property) that are not traded or scheduled to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day be traded immediately following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue transaction on any Notes on the date of occurrence of the Optional Conversion a United States national securities exchange or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any HolderNasdaq Global Market, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” increase the Conversion Rate for any Securities surrendered for conversion as set forth in Section 12.08 of the Company for purposes Indenture. [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] If an Event of Default shall occur and be continuing, the Principal Amount plus accrued and unpaid interest, through such date on all the Securities Act and/or may be declared due and payable in the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)manner and with the effect provided in the Indenture.

Conversion. (a) At any time following 5.1 Subject to the receipt of Lockup Period and Clause 5.9, the Required Stockholder Approval and the effectiveness of the Charter AmendmentNoteholders may, Holders of the Notes shall have the right convert (the “Optional Conversion”) in their outstanding Notesabsolute discretion, at any time and from time to time, on any Business Day, prior by one or more Conversion Notices to the earliest Company, elect to Convert such portion of the principal amount of the Advance and/or any interest thereon, as is specified in each Conversion Notice. 5.2 Upon receipt of any Conversion Notice, the Company will allot and issue to the Noteholders (1in the manner specified in the Conversion Notice) if applicablethe Applicable Percentage of such number of Ordinary Shares (rounded down to the nearest whole share) as is equal to the aggregate of the Conversion Amount and the Conversion Repayment Fee (the “Total Conversion Amount”), the Total Conversion Amount being divided by the Fixed Premium Placing Price and the relevant number of Ordinary Shares being Admitted in accordance with respect Clause 5.5. 5.3 The relevant repayment fee payable by the Company to the Noteholders in their Applicable Percentage arising from a Conversion will be reduced from the Repayment Fee to a Note called for redemption, sum representing five (5) per cent of the close principal amount of business on the Business Day immediately preceding Advance or Advances then outstanding and to be repaid by the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate Company (the “Conversion RateRepayment Fee”) ). 5.4 For the avoidance of 81.2 shares per $1,000 doubt, any Conversion may relate to principal only, interest only or both principal and interest. 5.5 Any amount to be satisfied pursuant to a Conversion shall not be satisfied until such time as the allotment and issue of the Notes relevant number of Ordinary Shares to the Noteholders (plus cash in lieu of fractional shares of Common Stock the manner specified in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(dthe Conversion Notice) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes has been completed. Such Ordinary Shares shall be required to provide 61 days’ written notice to the Company prior to allotted and issued as soon as practicable and in any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not event by no later than the open of business on the second business day five (5thth) Trading Day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision relevant Conversion Notice. 5.6 The Company acknowledges and agrees that, following delivery of a Conversion Notice, each Noteholder may, subject to Clause 10, sell any or all of the Optional Ordinary Shares to be issued to it pursuant to such Conversion Notice and ending with prior to the effectiveness delivery of such Optional Conversion, and (2) in Ordinary Shares to the case of a Mandatory Conversion pursuant to Section 12.01(b), at Noteholders. 5.7 If any time beginning with Reorganisation takes place after the date of this Agreement such amendments to the Mandatory Conversion Event and ending 30 calendar days following Fixed Premium Placing Price shall be made as the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) auditors of the Exchange Act Company shall certify to be fair and reasonable. The Company shall procure that its auditors are instructed to determine any such changes as soon as reasonably practicable upon any such Reorganisation taking effect and to report such changes to the Noteholders and the rules and regulations promulgated thereunderCompany in writing, in default of which the Noteholders may instruct such expert as it sees fit to make such determination. The Company’s auditors (or such expert as is appointed by the Noteholders) in excess of 9.99% of the outstanding shares of Common Stock or otherwise shall be deemed to be an “affiliate” acting as experts and not as arbitrators and their determination shall, in the absence of manifest error, be final and binding on the parties. The fees of the Company's auditors (and such expert as is appointed by the Noteholders) shall be borne by the Company. 5.8 If prior to the Maturity Date the Company for purposes issues and allots new Ordinary Shares (“New Share Issuance”) in the Company at price per share below the Reference Price then the Fixed Premium Placing Price shall be amended to 110% of the Securities Act and/or price per share of the Exchange upon such conversion, then relevant New Share Issuance. For the avoidance of doubt the exercise of any warrants granted prior to the date of this Agreement or the exercise of any options in the Company will promptly enter into shall not be deemed a Registration Rights Agreement covering the shares of Common Stock received upon such conversionNew Share Issuance. (f) At the request 5.9 Each Noteholder agrees that no more than 63.3% of any HolderAdvance (being principal and interest) may be converted at the Fixed Premium Placing Price. Accordingly, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” and as a worked example, no more than £950,000 of the Company for purposes of Initial Advance may be converted at the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)Fixed Premium Placing Price.

Conversion. (a) At any time following Subject to and upon compliance with the receipt provisions of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemptionIndenture, the close Holder may surrender for conversion all or any portion of business on this Security that is in an integral multiple of $1,000(4). Upon conversion, the Business Day immediately preceding Holder shall be entitled to receive the Redemption Date or (2) consideration specified in the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of Indenture. No fractional shares share of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock shall be issued upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversiona Security. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentInstead, the Company shall convert pay a cash adjustment as provided in the Indenture. The initial Conversion Rate of the Securities shall be (the “Mandatory Conversion”x) any outstanding Notes into a number of 500 shares of Common Stock per $1,000 principal amount of Notes equal Securities (for Securities denominated in $1,000 increments) and (y) 0.5 shares of Common Stock per $1.00 principal amount of Securities (for Securities denominated in $1.00 increments), subject to adjustment in accordance with the provisions of Article 4 of the Indenture. If a Holder converts all or any portion of this Security in connection with the occurrence of certain Fundamental Change transactions, the Conversion Rate then shall be increased in effect (plus cash the manner and to the extent described in lieu of fractional shares) if the Daily VWAP Section 4.06 of the Common Stock exceeds Indenture. Securities surrendered for conversion (in whole or is equal in part) during the period from the close of business on any Regular Record Date to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open opening of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) next succeeding Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion Payment Date shall be added accompanied by payment by the Holders of such Securities in funds to the principal amount of such Note being converted. (d) If a Holder exercises its right Conversion Agent acceptable to require the Company of an amount equal to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, the interest payable on such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with corresponding Interest Payment Date; provided that no such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company payment need be made: (1) in connection with a conversion following the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on Regular Record Date preceding the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and Final Maturity Date; (2) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (3) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security. A Security in the case respect of which a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that Holder has submitted a Fundamental Change Purchase Notice may be converted only if such Holder will beneficially own (as determined validly withdraws such Fundamental Change Purchase Notice in accordance with Section 13(d) the terms of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionIndenture. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At Subject to applicable NASDAQ listing rule limitations (including, if applicable, approval by the Company’s stockholders), at any time following the receipt date of the Required Stockholder Approval this Note and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time up to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, the then outstanding Obligations under this Note (or any portion thereof) may be converted into fully paid and nonassessable shares of Company Common Stock, at a conversion rate $0.0001 par value per share (the “Conversion RateShares”) ), at the sole election of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock Lender upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event), which notice Conversion Notice shall specify that state the Mandatory Conversion proposed effective date of such conversion (which date shall occur not later be no fewer than the third ten (10) business day days following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence delivery of the Optional Conversion or the Mandatory Conversion Notice) (such date, the “Conversion Date”). The accrued Obligations hereunder shall convert at a conversion price equal to $3.00 per share, subject to adjustment for any stock dividend, stock split, combination or other similar recapitalization event with respect to the Company’s Common Stock (each a “Recapitalization Event”); provided, however, that if prior to the Maturity Date the Company offers and unpaid interest sells its Common Stock (or other securities that are convertible into or exercisable for shares of Common Stock) in a private placement primarily intended to raise capital at a price per share of Common Stock of $2.50 or less (subject to adjustment for any Recapitalization Event), then the conversion price of the Obligations under this Note shall be reduced to such Common Stock offer price plus $0.50 per share (the applicable conversion price with respect to a conversion under this Section 6(a) hereinafter is referred to as the “Conversion Price”). (b) Notwithstanding the conversion rights set forth in Section 6(a) above, subject to applicable NASDAQ listing rule limitations (including, if applicable, approval by the Company’s stockholders), in the event that the closing bid price per share of Company Common Stock as traded on the principal securities exchange or securities market on which the Common Stock are then traded equals or exceeds $10.00 (subject to adjustment for any Recapitalization Event) for ten (10) Trading Days (as defined below) in any fifteen- (15-)Trading Day period, the then-outstanding Obligations under this Note being (or any portion thereof) may be converted into Conversion Shares, at the sole election of the Company following delivery of the Conversion Notice to Lender, which Conversion Notice shall state the proposed Conversion Date (which date, for the sake of clarity, shall be no fewer than ten (10) business days following the date of delivery of the Conversion Notice) at a conversion price equal to the then-current Conversion Price. (c) Notwithstanding anything in this Section 6 to the contrary, the Company shall not effect the conversion of this Note, and Lender shall not have the right to convert this Note, to the extent that the aggregate number of Conversion Shares issued upon conversion of this Note and the other Notes issued under the Note Agreement (together with any other securities issued by the Company that are deemed integrated into the issuance of the Notes under the Note Agreement pursuant to an Optional Conversion or Mandatory Conversion shall applicable NASDAQ listing rules) would be added in excess of 19.99% of the shares of Company Common Stock outstanding immediately prior to the principal amount issuance of this Note. In the event the holders of the Notes issued under the Note Agreement elect to convert the Notes pursuant to Section 6(a), and such Notes will not be fully convertible due to the limitations set forth in this Section 6(c), the Company shall use its commercially reasonable efforts to obtain stockholder approval of the issuance of the Notes in accordance with NASDAQ listing rule 5635(d) as soon as reasonably practicable, including by calling a special meeting of stockholders. For purposes of this Section 6(c), the terms “commercially reasonable efforts” shall include, without limitation, the obligation of the Company take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than 90 days after Lender’s request for the same (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders for, among other things, the issuance and sale of the Conversion Shares to Lender (the “Proposal”). In the event the Proposal is not approved by the Company’s stockholders at the Stockholders Meeting, the Company shall take all action necessary to call up to three (3) additional meetings of its stockholders (each a “Subsequent Stockholders Meeting”) for the purpose of seeking approval of the Proposal, to be held promptly following the completion of the Stockholders Meeting and in no event more than one year after Lender’s request for the same, to the extent reasonably practicable. In connection with the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials (or, if permitted, notice of the availability of such Note being convertedproxy materials) to the stockholders of the Company. Lender shall promptly furnish in writing to the Company such information relating to such Lender and its investment in the Company as the Company may reasonably request for inclusion in each Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, each a “Proxy Statement”) and any form of proxy to be sent or made available to the stockholders of the Company in connection with the Stockholders Meeting or, if applicable, each Subsequent Stockholders Meeting, and each Proxy Statement shall not, on the date that such Proxy Statement (or any amendment thereof or supplement thereto) is first mailed or made available to stockholders or at the time of the Stockholders Meeting or any Subsequent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting or, if applicable, any Subsequent Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the applicable Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Lender thereof. (d) If Upon the Conversion Date with respect to a Holder exercises its right conversion of this Note pursuant to require either Section 6(a) or 6(b) above, Lender hereby agrees to deliver the original of this Note to the Company to repurchase its Notes pursuant to a Prepayment Offer for cancellation (or a Change of Control Offer in accordance with Section 4.10 notice to the effect that the original Note has been lost, stolen or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if destroyed and an agreement acceptable to the Company whereby Lender agrees to indemnify the Company from any loss incurred by it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer this Note); provided, however, that upon the Conversion Date, this Note (or Change portion thereof) shall be deemed converted and of Control Offerno further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. (e) In On or before the event that any Holder notified second Trading Day following the Conversion Date (the “Share Delivery Date”), the Company shall, (1i) provided that the Company’s transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the case “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of an Optional Conversion pursuant to Section 12.01(a)Lender, at any time beginning on the date credit such aggregate number of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock to which Lender is entitled pursuant to such exercise to Lender’s or otherwise be deemed its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (ii), if the Company’s transfer agent is not participating in the FAST Program or if the certificates are required to be an “affiliate” bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Conversion Notice or as provided by Lender to the Company, a certificate, registered in the Company’s share register in the name of Lender or its designee, for the Company for purposes number of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon to which Lender is entitled pursuant to such conversion. (f) At exercise. Upon the request Conversion Date, Lender shall be deemed for all corporate purposes to have become the holder of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” record of the Company for purposes Conversion Shares with respect to which this Note (or portion thereof) has been converted, irrespective of the Securities Act and/or date such Conversion Shares are credited to the Exchange Act upon any Optional Holder’s DTC account or the date of delivery of the certificates evidencing such Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)Shares, as the case may be.

Conversion. (a) At any time following Subject to the receipt terms and conditions of the Required Stockholder Approval and the effectiveness Indenture, a Holder may convert each of the Charter Amendment, Holders its Securities into shares of the Notes shall have the right convert Common Stock at an initial conversion rate of 74.0741 shares per $1,000 Principal Amount of Securities (the “Optional ConversionConversion Rate”) their outstanding Notes), at any time and from time to time, on any Business Day, prior to the earliest close of (1) business on April 14, 2011. The Conversion Rate in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such ▇▇▇▇▇▇’s Securities so long as the Securities converted are an integral multiple of $1,000 principal amount. Accrued and unpaid interest and Liquidated Damages, if applicableany, with respect to a Note called will be deemed paid in full rather than canceled, extinguished or forfeited; provided, that if this Security shall be surrendered for redemption, conversion during the period from close of business on any Record Date for the payment of interest through the close of business on the Business Day immediately next preceding the Redemption following Interest Payment Date, such Security (or portion thereof being converted) must be accompanied by an amount, in funds acceptable to the Company, equal to the interest payable on such Interest Payment Date or (2) the close of business on the Business Day immediately preceding Principal Amount being converted; provided, however, that no such payment shall be required if there shall exist at the Maturity Datetime of conversion a default in the payment of interest on the Securities. In addition, to the extent the Holder elects to convert this Security into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance connection with Section 12.03); provided a transaction that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) constitutes a Fundamental Change that occurs on or prior to April 15, 2011, pursuant to which 10% or more of the Exchange Act and consideration for the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus other than cash in lieu of payments for fractional shares) if the Daily VWAP in such Fundamental Change transaction consists of the Common Stock exceeds cash or is equal securities (or other property) that are not traded or scheduled to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day be traded immediately following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue transaction on any Notes on the date of occurrence of the Optional Conversion a United States national securities exchange or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any HolderNasdaq Global Market, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” increase the Conversion Rate for any Securities surrendered for conversion as set forth in Section 11.08 of the Company for purposes Indenture. [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] If an Event of Default shall occur and be continuing, the Principal Amount plus accrued and unpaid interest, through such date on all the Securities Act and/or may be declared due and payable in the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)manner and with the effect provided in the Indenture.

Conversion. (a) At any time following Upon the receipt closing of the Required Stockholder Approval and Merger (as referred to in the effectiveness Note Agreement), all of Shockwave's indebtedness under this Note shall become convertible into equity securities of the Charter Amendmentsurviving corporation, Holders of the Notes shall have the right convert Shockwave (the “Optional Conversion”) their outstanding Notes"SERIES NEXT PREFERRED Stock"), at any time and from time to timeissued in Shockwave's next private equity financing (the "NEXT EQUITY FINANCING"), on any Business Day, provided the Next Equity Financing closes prior to the earliest Maturity Date of (1) if applicablethis Note. Upon the Next Equity Financing, with respect to a Borrower's indebtedness under this Note called for redemption, the close shall automatically be converted into that number of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional fully paid and nonassessable shares of Common Shockwave's Series Next Preferred Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence dollar amount of the Mandatory Conversion Event, the Company shall deliver notice to the Holders all principal outstanding and interest accrued as of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note conversion being converted pursuant into stock by Holder, divided by the price per share of Shockwave's Series Next Preferred Stock at which such Series Next Preferred Stock is or will be offered to an Optional other Series Next Preferred Stock investors (the "CONVERSION PRICE"); provided, however, that the Conversion Price will automatically, equitably and proportionally be adjusted to reflect any subdivision (stock split), combination (reverse stock split), stock dividend or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) other recapitalization affecting Shockwave's Series Next Preferred Stock. In the event that any Holder notified the Company Merger Agreement (1) as referred to in the case Note Agreement) is terminated according to its terms, all of an Optional Borrower's indebtedness under this Note shall automatically be converted into Borrower's Series D Preferred Stock based upon a fully diluted pre-money valuation of Borrower's equity of $75,000,000 (the "BORROWER CONVERSION PRICE"); provided, however, that the Conversion pursuant Price will automatically, equitably and proportionally be adjusted to Section 12.01(areflect any subdivision (stock split), at any time beginning combination (reverse stock split), stock dividend or other recapitalization affecting Borrower's Series D Preferred Stock. Such Series D Preferred Stock received by Holder will have rights, privileges, preferences and restrictions no less favorable than Borrower's Series C Preferred Stock in existence on the date of the provision Note Agreement and any Series D Preferred Stock issued subsequent to that date, and will have a liquidation preference based upon the price per share of the Optional Conversion Notice Series D Preferred Stock. Borrower covenants and ending agrees with Holder that Borrower will not in any way alter, amend or modify any of the effectiveness rights, preferences, privileges or restrictions of such Optional ConversionBorrower's Series D Preferred Stock, and (2) or to issue, eliminate or reduce the number of authorized shares of Borrower's Series D Preferred Stock. Upon the conversion of Borrower's outstanding indebtedness hereunder pursuant to this Section, Borrower, at its expense, will as soon as practicable cause to be issued in the case name of and delivered to Holder, a certificate or certificates for the number of fully paid and nonassessable shares of Borrower's Series D Preferred Stock to which Holder is entitled upon such conversion. Such certificates will include legends required federal and applicable state securities laws. No fractional shares will be issued upon any conversion of this Note or any part hereof. If, upon any conversion of this Note, a fraction of a Mandatory Conversion pursuant share would otherwise result, then Shockwave or Borrower, as the case may be, will pay Holder an amount of cash equal to Section 12.01(b), at any time beginning with the date fair market value of one share of the Mandatory Conversion Event type and ending 30 calendar days following the effectiveness class of capital stock issuable to Holder upon such conversion, that such Holder will beneficially own conversion (as determined in accordance with Section 13(d) the Conversion Price or Borrower Conversion Price, as the case may be, applicable at the time of such conversion), multiplied by the Exchange Act and the rules and regulations promulgated thereunder) in excess fraction of 9.99% a share of the outstanding shares of Common Stock or stock to which Holder would otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionentitled. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. The Series A Preferred Shares are not convertible into or exchangeable for any other property or securities of the Trust, except as provided in this Section 8. (a) At any time following Upon the receipt occurrence of the Required Stockholder Approval and the effectiveness a Change of the Charter AmendmentControl, Holders each holder of the Notes Series A Preferred Shares shall have the right convert (the “Optional Conversion”) their outstanding Notesright, at any time and from time to time, on any Business Dayunless, prior to the earliest Change of Control Conversion Date, the Trust has provided or provides notice of its election to redeem the Series A Preferred Shares pursuant to the Redemption Right or Special Optional Redemption Right, to convert some or all of the Series A Preferred Shares held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of Common Shares, per Series A Preferred Share to be converted (the “Common Share Conversion Consideration”) equal to the lesser of (1A) if applicablethe quotient obtained by dividing (i) the sum of (x) the $25.00 liquidation preference per Series A Preferred Share to be converted plus (y) the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case no additional amount for such accrued and unpaid dividends will be included in such sum) by (ii) the Common Share Price (as defined herein) and (B) [ ] (the “Share Cap”), subject to the immediately succeeding paragraph. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Common Shares), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Shares as follows: the adjusted Share Cap as the result of a Note called for redemptionShare Split shall be the number of Common Shares that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the close numerator of business on which is the Business Day number of Common Shares outstanding after giving effect to such Share Split and the denominator of which is the number of Common Shares outstanding immediately preceding prior to such Share Split. In the Redemption Date case of a Change of Control pursuant to which Common Shares shall be converted into cash, securities or other property or assets (2including any combination thereof) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion RateAlternative Form Consideration”) ), a holder of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock Series A Preferred Shares shall receive upon conversion of such Holder’s Notes shall be required Series A Preferred Shares the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to provide 61 days’ written notice receive upon the Change of Control had such holder held a number of Common Shares equal to the Company Common Share Conversion Consideration immediately prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt effective time of the Required Stockholder Approval and the effectiveness Change of the Charter Amendment, the Company shall convert Control (the “Mandatory ConversionAlternative Conversion Consideration”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of ; and the Common Stock exceeds Share Conversion Consideration or is equal the Alternative Conversion Consideration, as may be applicable to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (a Change of Control, shall be referred to herein as the “Mandatory Conversion EventConsideration”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified holders of Common Shares have the Company (1) opportunity to elect the form of consideration to be received in the case Change of an Optional Control, the Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder Consideration will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” the kind and amount of consideration actually received by holders of a majority of the Company Common Shares that voted for purposes such an election (if electing between two types of consideration) or holders of a plurality of the Securities Act and/or Common Shares that voted for such an election (if electing between more than two types of consideration), as the Exchange upon such conversioncase may be, then the Company and will promptly enter into a Registration Rights Agreement covering the shares be subject to any limitations to which all holders of Common Stock received upon such conversion. (f) At the request of Shares are subject, including, without limitation, pro rata reductions applicable to any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” portion of the Company for purposes consideration payable in the Change of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)Control.

Conversion. (a) At any time following Subject to the receipt provisions of Article 11 of the Required Stockholder Approval and the effectiveness Indenture, a Holder of the Charter Amendment, Holders of the Notes shall have the right a Debenture may convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, such Debenture prior to the earliest Effective Time into shares of Common Stock of the Company if any of the conditions specified in paragraphs(a) through (1e) of Section 11.01 of the Indenture is satisfied, and subject to the provisions of Article 11A of the Indenture, a Holder of a Debenture may convert such Debenture from and after the Effective Time into the Cash Conversion Amount in cash and WPP ADSs representing a number of WPP Ordinary Shares equal to the Stock Conversion Amount divided by the Conversion Price; provided, however, that if applicable, with respect to a Note such Debenture is called for redemption, the close of business conversion right will terminate on the second Business Day immediately preceding the Redemption Date or of such Debenture (2) unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the Business Day immediately preceding date such Default is cured and such Debenture is redeemed). The initial conversion price prior to the Maturity Date, into Effective Time is $961.20 per share of Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules initial conversion price from and regulations promulgated thereunder) in excess of 9.99% of after the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate Effective Time is $8.84 per WPP Ordinary Share, subject to adjustment pursuant to Section 12.06. (b) Following under certain circumstances as described in the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert Indenture (the “Mandatory Conversion”) any outstanding Notes into a "CONVERSION PRICE"). The number of shares of Common Stock per $1,000 issuable upon conversion of a Debenture prior to the Effective Time is determined by dividing the principal amount of Notes equal Debentures converted by the Conversion Price in effect on the conversion date. The number of WPP Ordinary Shares represented by WPP ADSs issuable upon conversion of a Debenture from and after the Effective Time is determined by dividing (a) the Stock Conversion Amount by (b) the Conversion Price in effect on the conversion date. In the event of a conversion of a Debenture prior to the Effective Time, the Company has the option, in lieu of delivering shares of Common Stock, to pay the Holder surrendering such Debenture an amount of cash determined in accordance with Section 11.02 of the Indenture. Upon conversion, no adjustment for interest (including Contingent Interest and Additional Amounts, if any), or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon (i) if conversion occurs prior to the Effective Time, the current Market Price (as defined in the Indenture) of the Common Stock on the last trading day prior to the date of conversion and (ii) if conversion occurs from and after the Effective Time, the current WPP Market Price (as defined in the Indenture) of WPP ADSs on the last trading day prior to the date of conversion. To convert a Debenture, a Holder must (a) complete and sign the irrevocable conversion notice set forth below (copies of which may also be obtained from the Conversion Agent) and deliver such notice to the Conversion Rate then Agent, (b) surrender the Debentures by delivering them to the Conversion Agent, at the office or agency maintained for such purpose in effect the Borough of Manhattan, The City of New York, (plus c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Debenture is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. Upon satisfaction of such requirements, the Conversion Agent shall, on behalf of such Holder, immediately convert such Debentures into, prior to the Effective Time, Common Stock (unless the Company has elected to pay cash in lieu of fractional sharesdelivering shares of Common Stock) if and, from and after the Daily VWAP Effective Time, the Cash Conversion Amount and WPP ADSs representing the number of WPP Ordinary Shares described above. If a Holder surrenders a Debenture for conversion between the Common Stock exceeds or is record date for the payment of an installment of interest and the related Interest Payment Date, the Debenture must be accompanied by payment of an amount equal to the Threshold Price in effect interest (including Contingent Interest and Additional Amounts, if any), payable on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business Interest Payment Date on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of the Debenture or portion thereof then converted; provided, however, that no such Note being converted. (d) If payment shall be required if such Debenture has been called for redemption on a Redemption Date within the period between and including such record date and such Interest Payment Date, or if such Debenture is surrendered for conversion on the Interest Payment Date. A Holder may convert a portion of a Debenture equal to $1,000 or any integral multiple thereof. A Debenture in respect of which a Holder exercises its right has delivered a Holder Change of Control Acceptance Notice exercising the option of such Holder to require the Company to repurchase its Notes pursuant to a Prepayment Offer such Debenture as provided in Section 3.11 or a Change Purchase Acceptance Notice exercising the option of Control Offer such Holder to require the Company to repurchase such Debenture as provided in Section 3.16 of the Indenture may be converted only if such notice of exercise is withdrawn in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date terms of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionIndenture. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)."

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, 6.1 If at any time and from time to time, on any Business Day, prior to the earliest Maturity Date, the Prepayment Date, the Acceleration Date, and the Financing Date, the Payor or its parent shall merge with or become a subsidiary of (1) if applicablea publicly-traded company or the Payor or its parent shall become publicly traded, then this Note, together with respect to a Note called for redemption, accrued unpaid interest thereon outstanding at the close of business on the Business Day immediately preceding date of such event (a "Conversion Event") shall automatically convert into the Redemption Date Conversion Shares (as hereinafter defined) at the purchase price of one dollar per share of Common Stock of Payor, subject to adjustment in accordance with the anti-dilution provisions set forth in this Section 6. 6.2 At any time prior to the Maturity Date, and at any time prior to the Prepayment Date, the Acceleration Date, and the Financing Date, provided that Payor shall give Payee not less than five (5) days prior written notice of any such dates or the event triggering the Acceleration Date, the Prepayment Date, or the Financing Date, the Payee may, at its sole option, exercisable in writing to the Payor at its address set forth above, convert the principal amount of this Note, together with accrued unpaid interest thereon, outstanding (2the "Conversion Option") at the close of business on the Business Day immediately preceding date of such exercise (the Maturity "Effective Date") convert, in whole or in part, the then outstanding principal amount of this Note, together with accrued unpaid interest thereon (the "Optional Conversion"), into, fully paid and nonassessable shares of Common Stock (the "Conversion Shares") at the purchase price of one dollar per share of Common Stock of Payor, subject to adjustment in accordance with the anti-acceleration provisions set for in this Section 6. 6.3 To exercise the Conversion Option, the holder hereof shall give written notice to Payor that it elects to convert the principal amount of this Note, together with accrued unpaid interest thereon, into Conversion Shares in accordance with the provisions of Section 6.1 above (the "Conversion Notice"). The Conversion Notice shall specify the name or names in which the holder wishes the certificates for the Conversion Shares to be registered, together with the address or addresses of the persons so named, provided such Conversion Shares may not be registered in the name of a person or persons other than the holder of this Note unless the holder and such other person first comply with all applicable restrictions on the transfer of Conversion Shares. 6.4 Promptly after the delivery of the Conversion Notice to Payor, Payor shall cause to be delivered to the holder and/or Payor's designees' certificates representing the number of Conversion Shares into which this Note is being converted rounded up to the nearest whole share in the case of any fractional share. Conversion of this Note shall be deemed to have been made at the close of business on the date the Conversion Notice is delivered to Payor or a Conversion Event occurs, so that interest shall not accrue from and after such date on the principal amount of this Note converted and the person or persons entitled to receive Conversion Shares upon such conversion shall be treated for all purposes as having been the record holder or holders thereof at such time and such conversion shall be at the Conversion Rate in effect at such time. The issuance of certificates for Conversion Shares upon conversion of this Note shall be made without charge to the holder of this Note for any tax in respect of the issuance of such certificates. Upon Payor's (i) delivery of the certificates for the Conversion Shares to the holder of this Note and/or its designees and (ii) payment of the cash adjustment, if any, due to the holder of this Note pursuant to the terms of this Article 6, the holder of this Note shall surrender this Note to Payor. 6.5 Payor shall at all times keep available out of its authorized but unissued shares of Common Stock, at a solely for effecting the conversion rate (of this Note, the “full number of whole Conversion Rate”) Shares then deliverable upon conversion of 81.2 shares per $1,000 the entire principal amount of this Note, and accrued unpaid interest thereon, at the Notes (plus cash time outstanding. Payor shall take at all times such corporate action as shall be necessary in lieu of fractional order that Payor may validly and legally issue fully paid and nonassessable shares of Common Stock in accordance with Section 12.03); provided the provisions of this Article 6. 6.6 In the event Payor at any time or from time to time shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or distribution payable in securities of Payor other than Common Stock, then, and in each such event, provisions shall be made so that any Holder the holder of Notes who this Note shall receive upon conversion thereof, in addition to the number of Conversion Shares receivable thereupon, the amount of securities of Payor which such holder would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding have received had this Note been converted into shares of Common Stock on the date of such event and had the holder retained such securities thereafter, during the period from the date of such event to and including the conversion date, giving effect to all adjustments to the Conversion Rate during such period with respect to the rights of the holder of this Note. 6.7 If the shares of Common Stock issuable upon the conversion of such Holder’s Notes this Note shall be required changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then and in each such event the holder of this Note shall have the right thereafter to provide 61 days’ written notice to convert this Note into the Company prior to any kind and amount of shares of stock and other securities and property receivable upon such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt reorganization, reclassification or other change, by holders of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal into which this Note might have been converted immediately prior to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds such reorganization, reclassification or is equal change, all subject to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Eventfurther adjustment as provided herein. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) 6.8 In the event that any Holder notified the Company of: (1) in the case any taking by Payor of an Optional Conversion pursuant to Section 12.01(a), at a record of any time beginning on the date of the provision holders of any class of securities for any purpose, including, but not limited to, determining the Optional Conversion Notice and ending with the effectiveness holders who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of such Optional Conversionstock of any class or any other securities or property, and or to receive any other right; or (2) any meeting of holders of any class of securities of Payor or any action by holders of any class of securities of Payor without a meeting; or (3) any capital reorganization of Payor, any reclassification of recapitalization of the capital stock of Payor or any transfer of all or substantially all of the assets of Payor to or consolidation or merger of Payor with or into any other person; or (4) any proposed issue or grant by Payor to the holders of Common Stock of any shares of stock of any class or any other securities (including but not limited to convertible securities), or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities; (5) any proposed sale of Common Stock in the case manner described in Section 6.8, then and in such event, Payor will mail or cause to be mailed to the holder of record of this Note a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with notice specifying (i) the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of on which any such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act record is or was to be taken and the rules purpose therefor, (ii) the date and regulations promulgated thereunderpurpose of any shareholders meeting or proposed shareholders action without meeting, (iii) in excess the date on which any such sale, reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of 9.99% which the holders of the outstanding record of Common Stock are to surrender or exchange such shares of Common Stock for securities or otherwise be deemed other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up and (iv) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holderissued or granted, the Company will use its reasonable efforts date of such proposed issue or grant and the persons or class of persons to cooperate with whom such Holder proposed issue or grant is to confirm with brokers that such Holder will not be an “affiliate” of offered or made. Such notice shall be mailed at least fifteen (15) days prior to the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(arecord date, shareholders meeting (or shareholders action without meeting) or Mandatory Conversion pursuant to other event specified in this Section 12.01(b).6.8

Conversion. (a) (i) At any time following the receipt time, until this Debenture is no longer outstanding, this Debenture, including interest and principal, shall be convertible into shares of Common Stock at a price of Fifty Percent (50%) of the Required Stockholder Approval and average closing bid price, determined on the effectiveness of then current trading market for the Charter AmendmentCommon Stock, Holders of for the Notes shall have ten Business Days prior to the right convert Conversion Date, (the “Optional ConversionSet Price”) their outstanding Notes), at the option of the Holder, in whole or in part, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any . The Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice effect conversions by delivering to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt a Notice of the Required Stockholder Approval and the effectiveness of the Charter AmendmentConversion, the Company shall convert form of which is attached hereto as Annex A (the a “Mandatory Notice of Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on specifying the date of occurrence of the Optional Conversion or the Mandatory Conversion on which such conversion is to be effected (such date, the a “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional If no Conversion or Mandatory Date is specified in a Notice of Conversion, the Conversion Date shall be added five Business Days following the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the principal amount Company or a notarized affidavit of lost debenture regarding this Debenture. The Company shall deliver any objection to any Notice of Conversion within two Business Days of receipt of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change Notice of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) Conversion. In the event that of any Holder notified dispute or discrepancy, the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” records of the Company for purposes shall be controlling and determinative in the absence of the Securities Act and/or the Exchange upon such conversion, then manifest error. If the Company will promptly enter into a Registration Rights Agreement covering does not issue the shares of Common Stock received upon such conversion. underlying this Debenture after receipt of a Notice of Conversion within five (f5) At Business days following the request of period allowed for any Holderobjection, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not shall be an “affiliate” responsible for any differential in the value of the Company for purposes converted shares of Common Stock underlying this Debenture between the value of the Securities Act and/or closing price on the Exchange Act upon date which is ten Business Days after the Conversion Date and the date the shares of Common Stock are delivered. The Holder and any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

Conversion. (a) At any time following Subject to and upon compliance with the receipt provisions of Article VII of the Required Stockholder Approval and Third Supplemental Indenture, the effectiveness Debentures are convertible, at the option of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding NotesHolder, at any time on and from time to after the occurrence of any of the events described in paragraph (b) below, and before 5:00 pm, New York, New York time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date date of repayment of such Debentures, whether at Stated Maturity or upon redemption, into fully paid and nonassessable shares of Common Stock at an initial Conversion Ratio of 1.2248 shares of Common Stock for each $50 in aggregate principal amount of Debentures, subject to adjustment as described in such Article VII. A Holder may convert any portion of the principal amount of such Holder’s Debentures into (2x) a cash amount equal to the lesser of (i) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 aggregate principal amount of the Notes Debentures to be converted or (plus cash in lieu ii) the Applicable Stock Price multiplied by the Conversion Ratio (multiplied by the aggregate principal amount of fractional Debentures to be converted divided by 50) and (y) if the product of the Applicable Stock Price and the Conversion Ratio (multiplied by the aggregate principal amount of Debentures to be converted divided by 50) exceeds the aggregate principal amount of Debentures to be converted, that number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) equal to (i) the aggregate principal amount of Debentures to be converted divided by $50 and multiplied by (ii) (A) the Conversion Ratio minus (B) $50 divided by the Applicable Stock Price. Settlement in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding cash and, if applicable, shares of Common Stock upon conversion will occur on the second Trading Day following the final trading day of such the Cash Settlement Averaging Period. Such day will be the 22nd Trading Day following the Property Trustee’s receipt of a Holder’s Notes shall conversion notice submitted by the holder of Trust PIERS (assuming such holder has satisfied all conversion requirements, including the valid delivery of the conversion notice), unless (i) the conversion is in connection with a redemption, in which case the settlement day will be required to provide 61 days’ written the redemption date or (ii) such holder of Trust PIERS submits a conversion notice to during the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06period beginning 25 Trading Days preceding the maturity date and ending one Trading Day preceding the maturity date, in which case the settlement day will be the maturity date. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall A Holder’s right to convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon its Debentures will arise only upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders any of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).following:

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentSubject to compliance with Section 10.02, Holders of the Notes a Holder shall have the right to convert all or any portion (the if such portion is $1,000 principal amount or an integral multiple of $1,000 principal amount) of its Notes (“Optional Early Conversion”) their outstanding Notes), at any time and from time to time, the date of issuance up until the close of business on any Business Day, prior to the earliest earlier of (1i) if applicable, the fifth Business Day following the date of a Mandatory Conversion Notice for such Note delivered in accordance with Section 10.01(b), (ii) if applicable, with respect to a Note called for redemption, the close of business on Business Day immediately preceding the redemption date or (iii) the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Datematurity date, into a number of shares of Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares Stock per $1,000 principal amount of Notes being converted equal to the Notes Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.0310.03); provided that any . In addition, upon an Early Conversion, a Holder shall have the right to receive in cash, with respect to its Notes being converted, per $1,000 principal amount of Notes who would beneficially own Notes, (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderx) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required event the Early Conversion Date occurs on or prior to provide 61 days’ written notice August 19, 2017, the Early Conversion Payment and (y) in all cases, accrued and unpaid interest to the Company prior Early Conversion Date. For the avoidance of doubt, in the event of an Early Conversion with an Early Conversion Date after August 19, 2017, Holders shall not be entitled to any such conversion. The receive the Early Conversion Rate is subject to adjustment pursuant to Section 12.06Payment. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the The Company shall have the right to convert the Notes (the “Mandatory Conversion”) any outstanding Notes ), in whole or in part, into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional sharesshares of Common Stock in accordance with Section 10.03)), at any time and from time to time if each of the following conditions are satisfied: (i) if the Daily VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 10.12) exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days (the “Mandatory Conversion EventVWAP Condition”). Upon the occurrence of the Mandatory Conversion Event, ) and (ii) the Company shall deliver notice delivers to the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not notice of the Company’s election of its right to convert the Notes no later than the open of business on the second business day third Business Day immediately following the 20th Trading Day of any such 30 Trading Day period (a “Mandatory Conversion EventNotice”), which notice shall specify that the Mandatory Conversion shall occur not later than on the third business day sixth Business Day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion such notice (such date, the “Mandatory Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant ; provided that, the Company’s right to an Optional Conversion or cause a Mandatory Conversion shall be added suspended during the period beginning on the date an Offer to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or Purchase is made in connection with a Change of Control and continuing to, and including, the purchase date (as defined in Section 3.04) relating to the Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased Purchase made in connection with such Prepayment Offer or Change of Control Offer. (e) In Control. For the avoidance of doubt, in the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant if a Holder has not submitted an Early Conversion prior to Section 12.01(b), at any time beginning with the close of business on the fifth Business Day following the date of the Mandatory Conversion Event Notice, Holders shall not be entitled to receive the Early Conversion Payment or, except as provided in Section 10.02(f), accrued and ending 30 calendar days following unpaid interest. The Mandatory Conversion Notice shall state that the effectiveness of such conversionCompany is exercising its right to cause a Mandatory Conversion, that such Holder will beneficially own the Conversion Rate and Conversion Price in effect on the Mandatory Conversion Date. Notwithstanding the foregoing, the Company may only exercise its right to cause a Mandatory Conversion if, as evidenced by an Officers’ Certificate delivered to the Trustee and the Conversion Agent (as determined in accordance with Section 13(dif other than the Trustee) on the Mandatory Conversion Date, all of the Exchange Act conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, and including, the rules and regulations promulgated thereunder) in excess of 9.99% date of the outstanding Mandatory Conversion Notice and (y) ending on, and including, the Mandatory Conversion Date (the “Equity Conditions Measuring Period”). The Equity Conditions are as follows: (i) either (1) all shares of Common Stock or otherwise be deemed to be an “affiliate” issuable upon conversion of the Notes and held by a non-Affiliate of the Company shall be eligible for purposes sale without the need for registration under any applicable federal or state securities laws or (2) a shelf registration statement registering the resale of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received issuable upon conversion of the Notes has been filed by the Company and been declared effective by the SEC or is automatically effective and is available for use, and the Company expects such shelf registration statement to remain effective and available for use from the Mandatory Conversion Date until thirty days following the Mandatory Conversion Date; (ii) if Common Stock (or other security into which the Notes are convertible pursuant to Section 10.12) is to be delivered on such conversion., such Common Stock (or other security) is listed or traded on The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, or any of their respective successors (each, an “Eligible Market”) and shall not then be suspended from trading on such Eligible Market; (fiii) At at or prior to the request settlement date of the Mandatory Conversion, for any HolderNotes validly surrendered for conversion with an Early Conversion Date prior to the Mandatory Conversion Date in accordance with the terms of this Indenture, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” shall have delivered and paid the number of shares of Common Stock and the amount of cash due upon conversion of the Notes to the Holders in accordance with Section 10.01(a); (iv) any applicable shares of Common Stock to be issued upon conversion may be issued in full without violating the rules or regulations of The New York Stock Exchange or any other applicable Eligible Market on which the Common Stock delivered upon conversion is then listed or trading; and (v) no Event of Default shall have occurred and be continuing. For the avoidance of doubt, the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant may exercise its right to Section 12.01(a) or cause more than one Mandatory Conversion pursuant so long as any Notes are outstanding so long as it complies with the other requirements of this Section 10.01(b). If the Company exercises its right to Section 12.01(bcause Mandatory Conversion in part, the Conversion Agent will select the Notes to be converted pro rata, by lot or by any other method the Conversion Agent in its sole discretion deems fair and appropriate (or, in the case of Notes represented by Global Notes, in such manner as DTC may require), in denominations of $1,000 principal amount and multiples thereof.

Conversion. (a) At any time following The Lender has the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notesright, at any time after the Effective Date, at its election, to convert all or part of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the “Common Stock”). The conversion price shall be $0.013 per share of Common Stock (the “Conversion Price”) at all times. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (“Conversion Notice”) may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from time to time, on any Business Day, prior the Lender. If no objection is delivered from the Borrower to the earliest of (1) if applicableLender, with respect to a Note called for redemptionany variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the close Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that and waived any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversionobjection thereto. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company Borrower shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received from any conversion to the Lender (in any name directed by the Lender) within three (3) business days of Conversion Notice delivery. The Borrower represents that it is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts Lender and provided that the shares to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company issued are eligible for purposes transfer under Rule 144 of the Securities Act and/or of 1933, as amended (the Exchange Act “Securities 2 Act”), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System (“DRS”). The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any Optional Conversion pursuant to subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.” Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)4 of the Note is hereby deleted in its entirety.

Conversion. (a) At Subject to compliance with Section 11.02, at any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentReduction Cutoff Date, Holders of the Notes a Holder shall have the right to convert all or any portion (the if such portion is $1,000 Original Principal Amount or an integral multiple of $1,000 principal amount) of its Notes (“Optional Early Conversion”) their outstanding Notes), at any time and from time to time, on any Business Day, prior to the earliest of (1i) if applicable, the close of business on the fifth Business Day following the date of a Mandatory Conversion Notice delivered in accordance with Section 11.01(c), (ii) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2iii) the close of business on the Business Day immediately preceding the Maturity Datematurity date, into a number of shares of Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares Stock per $1,000 principal amount Original Principal Amount of Notes being converted equal to the Notes Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.0311.03); provided that any . In addition, upon an Early Conversion, a Holder shall have the right to receive in cash, with respect to its Notes being converted, per $1,000 Original Principal Amount of Notes who would beneficially own (as determined being converted, accrued and unpaid interest to the Early Conversion Date in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.0611.02(b). (b) [Reserved] (c) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentReduction Cutoff Date, the Company shall have the right to convert the Notes (the “Mandatory Conversion”) any outstanding Notes ), in whole or in part, into a number of shares of Common Stock per $1,000 principal amount Original Principal Amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional sharesshares of Common Stock in accordance with Section 11.03), if each of the following conditions are satisfied: (i) if the Daily VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days commencing after the Reduction Cutoff Date (the “Mandatory Conversion EventVWAP Condition”). Upon the occurrence of the Mandatory Conversion Event, ) and (ii) the Company shall deliver notice delivers to the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not notice of the Company’s election of its right to convert the Notes no later than the open of business on the second business day third Business Day immediately following the 20th Trading Day on which the Threshold Price was exceeded of any such 30 Trading Day period (a “Mandatory Conversion EventNotice”), which notice shall specify that the Mandatory Conversion shall occur not later than on the third business day sixth Business Day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion such notice (such date, the “Mandatory Conversion Date”); provided that, the Company’s right to cause a Mandatory Conversion shall be suspended during the period beginning on the date a Change of Control Offer is made and continuing to, and including, the applicable Change of Control Settlement Date. The Cash equal to accrued and but unpaid interest on any Note with respect to the Notes being converted pursuant to an Optional Conversion or any Mandatory Conversion to but excluding the applicable Mandatory Conversion Date shall also be added payable on such Mandatory Conversion Date; provided, that if such Mandatory Conversion Date occurs during the period after the close of business on any Record Date and before the opening of business on the corresponding Interest Payment Date, interest with respect to the principal amount Notes converted will be payable on such Interest Payment Date to the Holders in whose names the Notes are registered at the close of business on such Note being convertedRecord Date. The Mandatory Conversion Notice shall state that the Company is exercising its right to cause a Mandatory Conversion, the Conversion Rate and Conversion Price in effect on the Mandatory Conversion Date. (d) If Notwithstanding the foregoing, a Holder exercises Reduction shall only occur, and the Company may only exercise its right to require cause a Mandatory Conversion, if, as evidenced by an Officers’ Certificate delivered to the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change Trustee and the Conversion Agent (if other than the Trustee) on any Reduction Settlement Date and any Mandatory Conversion Date, as applicable, all of Control Offer in accordance with Section 4.10 or Section 4.15the conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, respectivelyand including, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Reduction Notice (with respect to any Reduction) and any Mandatory Conversion Notice and ending with the effectiveness of such Optional ConversionNotice, as applicable, and (2y) in ending on, and including, the case of a corresponding Reduction Settlement Date (with respect to any Reduction) or Mandatory Conversion pursuant to Section 12.01(bDate, as applicable (the “Equity Conditions Measuring Period”), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own . The Equity Conditions are as follows: (as determined in accordance with Section 13(di) of the Exchange Act and the rules and regulations promulgated thereundereither (1) in excess of 9.99% of the outstanding all shares of Common Stock or otherwise be deemed to be an “affiliate” issuable upon conversion of the Notes and held by a non-Affiliate of the Company shall be eligible for purposes sale without the need for registration under any applicable federal or state securities laws or (2) a shelf registration statement registering the resale of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received issuable upon conversion of the Notes has been filed by the Company and been declared effective by the SEC or is automatically effective and is available for use, and the Company expects such conversion.shelf registration statement to remain effective and available for use from the applicable Reduction Date (with respect to any Reduction) or the Mandatory Conversion Date until thirty days following such date; (fii) At the request Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) to be delivered on such conversion is listed or traded on The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, or any of their respective successors (each, an “Eligible Market”) and shall not then be suspended from trading on such Eligible Market; (iii) at or prior to any HolderMandatory Conversion Settlement Date, for any Notes validly surrendered for conversion with an Early Conversion Date prior to the Mandatory Conversion Date in accordance with the terms of this Indenture, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” shall have delivered and paid the number of shares of Common Stock and the amount of cash due upon conversion of the Notes to the Holders in accordance with Section 11.01(a); (iv) shares of Common Stock to be issued upon conversion may be issued in full without violating the rules or regulations of The New York Stock Exchange or any other applicable Eligible Market on which the Common Stock delivered upon conversion is then listed or trading; and (v) no Event of Default shall have occurred and be continuing. For the avoidance of doubt, the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant may exercise its right to Section 12.01(a) or cause more than one Mandatory Conversion pursuant so long as any Notes are outstanding so long as it complies with the other requirements of this Section 11.01(d). If the Company exercises its right to Section 12.01(bcause a Mandatory Conversion in part, the Conversion Agent will select the Notes to be converted pro rata, by lot or by any other method the Conversion Agent in its sole discretion deems fair and appropriate (or, in the case of Notes represented by Global Notes, in such manner as DTC may require), in denominations of Original Principal Amount of $1,000 or any integral $1,000 multiple in excess thereof.

Conversion. The shares of Series A Preferred Stock are not convertible into or exchangeable for any other property or securities of the Corporation, except as provided in this Section 8. (a) At any time following Upon the receipt occurrence of the Required Stockholder Approval and the effectiveness a Change of the Charter AmendmentControl, Holders each holder of the Notes shares of Series A Preferred Stock shall have the right convert (the “Optional Conversion”) their outstanding Notesright, at any time and from time to time, on any Business Dayunless, prior to the earliest Change of (1) if applicable, with respect to a Note called for redemptionControl Conversion Date, the close Corporation has provided or provides notice of business on its election to redeem the Business Day immediately preceding Series A Preferred Stock pursuant to the Redemption Date Right or (2) Special Optional Redemption Right, to convert some or all of the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate Series A Preferred Stock held by such holder (the “Change of Control Conversion RateRight”) on the Change of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Control Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes Date into a number of shares of Common Stock per $1,000 principal amount share of Notes Series A Preferred Stock to be converted (the “Common Stock Conversion Consideration”) equal to the lesser of (A) the quotient obtained by dividing (i) the sum of (x) the $25.00 liquidation preference per share of Series A Preferred Stock to be converted plus (y) the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Rate then Date (unless the Change of Control Conversion Date is after a Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case no additional amount for such accrued and unpaid dividends will be included in such sum) by (ii) the Common Stock Price (as defined herein) and (B) 4.51957 (the “Share Cap”), subject to the immediately succeeding paragraph. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Common Stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Stock as follows: the adjusted Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (plus cash ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split. For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock (or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in lieu connection with the exercise of fractional sharesthe Change of Control Conversion Right shall not exceed 31,185,064 shares of Common Stock in total (or equivalent Alternative Conversion Consideration, as applicable)(the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap. In the case of a Change of Control pursuant to which shares of Common Stock shall be converted into cash, securities or other property or assets (including any combination thereof) if (the Daily VWAP “Alternative Form Consideration”), a holder of shares of Series A Preferred Stock shall receive upon conversion of such shares of Series A Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of Common Stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration”; and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, shall be referred to herein as the “Conversion Consideration”). In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in the Change of Control, the Conversion Consideration will be deemed to be the kind and amount of consideration actually received by holders of a majority of the Common Stock exceeds that voted for such an election (if electing between two types of consideration) or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence holders of a plurality of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent Common Stock that voted for such an election (if other electing between more than the Trustee) (such noticetwo types of consideration), a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in as the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversionmay be, and (2) in the case of a Mandatory Conversion pursuant will be subject to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares limitations to which all holders of Common Stock or otherwise be deemed are subject, including, without limitation, pro rata reductions applicable to be an “affiliate” any portion of the Company for purposes consideration payable in the Change of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionControl. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following Upon the receipt closing of the Required Stockholder Approval and Merger (as referred to in the effectiveness Note Agreement), all of Shockwave's indebtedness under this Note shall become convertible into equity securities of the Charter Amendmentsurviving corporation, Holders of the Notes shall have the right convert Shockwave (the “Optional Conversion”) their outstanding Notes"SERIES NEXT PREFERRED Stock"), at any time and from time to timeissued in Shockwave's next private equity financing (the "NEXT EQUITY FINANCING"), on any Business Day, provided the Next Equity Financing closes prior to the earliest Maturity Date of (1) if applicablethis Note. Upon the Next Equity Financing, with respect to a Borrower's indebtedness under this Note called for redemption, the close shall automatically be converted into that number of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional fully paid and nonassessable shares of Common Shockwave's Series Next Preferred Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence dollar amount of the Mandatory Conversion Event, the Company shall deliver notice to the Holders all principal outstanding and interest accrued as of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note conversion being converted pursuant into stock by Holder, divided by the price per share of Shockwave's Series Next Preferred Stock at which such Series Next Preferred Stock is or will be offered to an Optional other Series Next Preferred Stock investors (the "CONVERSION PRICE"); provided, however, that the Conversion Price will automatically, equitably and proportionally be adjusted to reflect any subdivision (stock split), combination (reverse stock split), stock dividend or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) other recapitalization affecting Shockwave's Series Next Preferred Stock. In the event that any Holder notified the Company Merger Agreement (1) as referred to in the case Note Agreement) is terminated according to its terms, all of an Optional Borrower's indebtedness under this Note shall automatically be converted into Borrower's Series D Preferred Stock based upon a fully diluted pre-money valuation of Borrower's equity of $75,000,000 (the "BORROWER CONVERSION PRICE"); provided, however, that the Conversion pursuant Price will automatically, equitably and proportionally be adjusted to Section 12.01(areflect any subdivision (stock split), at any time beginning combination (reverse stock split), stock dividend or other recapitalization affecting Borrower's Series D Preferred Stock. Such Series D Preferred Stock received by Holder will have rights, privileges, preferences and restrictions no less favorable than Borrower's Series C Preferred Stock in existence on the date of the provision Note Agreement and any Series D Preferred Stock issued subsequent to that date, and will have a liquidation preference based upon the price per share of the Optional Conversion Notice Series D Preferred Stock. Borrower covenants and ending agrees with Holder that Borrower will not in any way alter, amend or modify any of the effectiveness rights, preferences, privileges or restrictions of such Optional ConversionBorrower's Series D Preferred Stock, and (2) or to issue, eliminate or reduce the number of authorized shares of Borrower's Series D Preferred Stock. Upon the conversion of Borrower's outstanding indebtedness hereunder pursuant to this Section, Borrower, at its expense, will as soon as practicable cause to be issued in the case name of and delivered to Holder, a certificate or certificates for the number of fully paid and nonassessable shares of Borrower's Series D Preferred Stock to which Holder is entitled upon such conversion. Such certificates will include legends required federal and applicable state securities laws. No fractional shares will be issued upon any conversion of this Note or any part hereof. If, upon any conversion of this Note, a fraction of a Mandatory Conversion pursuant share would otherwise result, then Shockwave or Borrower, as the case may be, will pay Holder an amount of cash equal to Section 12.01(b), at any time beginning with the date fair market value of one share of the Mandatory Conversion Event type and ending 30 calendar days following the effectiveness class of capital stock issuable to Holder upon such conversion, that such Holder will beneficially own conversion (as determined in accordance with Section 13(d) the Conversion Price or Borrower Conversion Price, as the case may be, applicable at the time of 2 194 such conversion), multiplied by the Exchange Act and the rules and regulations promulgated thereunder) in excess fraction of 9.99% a share of the outstanding shares of Common Stock or stock to which Holder would otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionentitled. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. Holders may surrender Securities for conversion into shares of CD Common Stock on any Conversion Date in a Conversion Period if the Sale Price (aas defined in the Indenture) At any time following the receipt of the Required Stockholder Approval and CD Common Stock for at least 20 trading days in the effectiveness 30 trading day period ending on the first day of such Conversion Period is more than 110% of the Charter Amendmentaccreted conversion price of a Security with a $1,000 Principal Amount at Maturity on such thirtieth day. The accreted conversion price is equal to the Issue Price plus accrued Original Issue Discount of such Security, with the sum thereof divided by the applicable Conversion Rate. A "Conversion Period" will be the period from and including the thirtieth trading day in a fiscal quarter to but not including the thirtieth trading day in the immediately following fiscal quarter. A Holder may also surrender for conversion a Security or portion of a Security which has been called for redemption pursuant to paragraph 5 hereof, even if the foregoing provision has not been satisfied, and such Securities may be surrendered for conversion until the close of business on the day that is two Business Days prior to the Redemption Date. In the event that the Company declares a dividend or distribution described in Section 10.7 of the Indenture, or a dividend or a distribution described in Section 10.8 of the Indenture where the fair market value of such dividend or distribution per share of CD Common Stock, as determined in the Indenture, exceeds 10% of the Sale Price of a share of CD Common Stock as of the Business Day prior to the date of declaration, the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall be not less than 20 days prior to the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, Ex-Dividend Time for such dividend or distribution and Securities may be surrendered for conversion at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, thereafter until the close of business on the Business Day immediately preceding prior to the Redemption Date Ex-Dividend Time or until the Company announces that such distribution will not take place. In addition, a Holder may surrender for conversion a Security or portion of a Security during such period, if any, as (i) the credit rating assigned to the Securities by both ▇▇▇▇▇'▇ Investor Services and Standard & Poor's Rating Group is below Baa3 and BBB-, respectively, (ii) the credit rating assigned to the Securities by both such rating agencies is suspended or withdrawn or (2iii) neither such rating agency is then rating the close Securities. Finally, in the event the Company is a party to a consolidation, merger or binding share exchange pursuant to which the shares of business on the Business Day immediately preceding the Maturity DateCD Common Stock would be converted into cash, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount securities or other property as set forth in Section 10.14 of the Notes (plus cash Indenture, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date the Company announces as the anticipated effective time until 15 days after the actual date of such transaction. A Security in lieu respect of fractional shares which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of Common Stock such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) the terms of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversionIndenture. The initial Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of 33.40 shares of CD Common Stock per $1,000 principal amount Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. A Holder which surrenders Securities for conversion will receive cash or a check in lieu of Notes equal any fractional share of CD Common Stock. To surrender a Security for conversion, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Rate then Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of a Security if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the shares of CD Common Stock except as provided in effect the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the CD Common Stock (plus together with the cash payment, if any, in lieu of fractional shares) if in exchange for the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note Security being converted pursuant to an Optional Conversion or Mandatory Conversion the terms hereof; and the fair market value of such shares of CD Common Stock (together with any such cash payment in lieu of fractional shares) shall be added treated as issued, to the principal amount extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such Note fair market value of such CD Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted. (d) If converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for dividends or distributions on CD Common Stock payable in CD Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of CD Common Stock; distributions to all holders of CD Common Stock of certain rights to purchase CD Common Stock for a Holder exercises its right period expiring within 60 days at less than the Average Sale Price at the Time of Determination; and distributions to require such holders of assets or debt securities of the Company or certain rights to repurchase its Notes pursuant to a Prepayment Offer or a Change purchase securities of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) excluding certain cash dividends or distributions). However, no adjustment need be made if Holders of the Securities may participate in the case transaction without conversion or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of an Optional Conversion pursuant to Section 12.01(a)all or substantially all of its assets, at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) or upon certain distributions described in the case of Indenture, the right to convert a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding Security into shares of CD Common Stock may be changed into a right to convert it into securities, cash or otherwise be deemed to be an “affiliate” other assets of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionor another person. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. Subject to the provisions of Article 10 of the Indenture, a Holder of a Note may convert such Note into shares of Common Stock of the Company if any of the conditions specified in paragraphs (a) At any time following the receipt through (g) of Section 10.01 of the Required Stockholder Approval and the effectiveness of the Charter AmendmentIndenture is satisfied; provided, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Noteshowever, at any time and from time to time, on any Business Day, prior to the earliest of (1) that if applicable, with respect to a such Note is called for redemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding before the Redemption Date or redemption date of such Note (2) unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the Business Day immediately preceding date such Default is cured and such Note is redeemed). The initial conversion price is $6.45 per share, subject to adjustment under certain circumstances as described in the Maturity Indenture (the "CONVERSION PRICE"). The number of shares issuable upon conversion of a Note is determined by dividing the principal amount converted by the Conversion Price in effect on the Conversion Date, into Common Stock, at . In the event of a conversion rate of a Note in a Principal Value Conversion the Company has the option to deliver cash and/or Common Stock to the Holder of the Note surrendered for such conversion as provided in Section 10.2 of the Indenture. Upon conversion, no adjustment for interest, if any (including contingent interest, if any), Liquidated Damages, if any, or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the “Conversion Rate”current market price (as defined in the Indenture) of 81.2 shares per $1,000 the Common Stock on the last Trading Day prior to the date of conversion. To convert a Note, a Holder must (a) complete and sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. If a Holder surrenders a Note for conversion between the record date for the payment of an installment of interest and the next interest payment date, the Note must be accompanied by payment of an amount equal to the interest (including contingent interest, if any) and Liquidated Damages, if any, payable on such interest payment date on the principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03)Note or portion thereof then converted; provided provided, however, that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of no such Holder’s Notes payment shall be required if such Note has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Note is surrendered for conversion on the interest payment date. A Holder may convert a portion of a Note equal to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount or any integral multiple thereof. A Note in respect of Notes equal to which a Holder has delivered a Purchase Notice or a Change of Control Repurchase Notice exercising the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount option of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer such Note as provided in Section 3.08 or a Change Section 3.09, respectively, of Control Offer the Indenture may be converted only if such notice of exercise is withdrawn as provided above and in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date terms of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionIndenture. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentSubject to compliance with Section 10.02, Holders of the Notes a Holder shall have the right to convert all or any portion (the if such portion is $1,000 principal amount or an integral multiple of $1,000 principal amount) of its Securities (“Optional Conversion”) their outstanding Notes), at any time and from time to time, on any the date of issuance until the Close of Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) maturity date of the close of business on the Business Day immediately preceding the Maturity DateSecurities, into a number of shares of Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares Stock per $1,000 principal amount of Securities being converted equal to the Notes Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.0310.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the The Company shall convert the Securities (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes Securities equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) shares of Common Stock in accordance with Section 10.03), if the Daily VWAP of the Common Stock (or other security into which the Securities are convertible pursuant to Section 10.11) exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 10 Trading Days (whether or not consecutive) during any period of 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the NotesSecurities, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open Open of business Business on the second business day Business Day following such the Mandatory Conversion Event, which notice shall specify that the date on which the Mandatory Conversion shall occur occur, which shall not be later than the third business day fifth Business Day following the notice of the Mandatory Conversion EventEvent (the “Mandatory Conversion Date”). Notwithstanding the foregoing, a Mandatory Conversion shall not occur unless, as evidenced by an Officers’ Certificate delivered to the Trustee and the Conversion Agent (if other than the Trustee) on the Mandatory Conversion Date, all of the conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, and including, the date of the Mandatory Conversion Notice and (y) ending on, and including, the Mandatory Conversion Date (the “Equity Conditions Measuring Period”): (i) either (1) all shares of Common Stock issuable upon conversion of the Securities and held by a non-Affiliate of the Company shall be eligible for sale without the need for registration under any applicable federal or state securities laws or (2) a shelf registration statement registering the resale of the shares of Common Stock issuable upon conversion of the Securities shall have been filed by the Company and been declared effective by the SEC or is automatically effective and is available for use, and the Company expects such shelf registration statement to remain effective and available for use from the Mandatory Conversion Date until a date that is at least thirty days following the Mandatory Conversion Date; (ii) the Common Stock deliverable upon conversion is listed or traded on The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, or any of their respective successors (each, an “Eligible Market”) and shall not then be suspended from trading on such Eligible Market; (iii) at or prior to the Mandatory Conversion Date, for any Securities validly surrendered for Optional Conversion on or prior to the date of the Mandatory Conversion Notice in accordance with the terms of this Indenture, the Company shall have delivered and paid the number of shares of Common Stock and the amount of cash due upon conversion of those Securities to the applicable Holders in accordance with Section 10.01(a); (iv) any shares of Common Stock to be issued upon conversion may be issued without violating the rules or regulations of The New York Stock Exchange or any other applicable Eligible Market on which the Common Stock delivered upon conversion is or are then listed or trading; and (v) no Event of Default shall have occurred and be continuing. The Company shall use its reasonable best efforts to keep the registration statement described under Section 10.01(b)(i) above effective and available for use for at least 30 days following the Mandatory Conversion Date. (c) Interest shall cease to accrue on any Notes Securities on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “applicable Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or Securities in connection with the occurrence of a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively4.09, such Holder may convert its Notes Securities into Common Stock only if it withdraws its election to have its Notes Securities repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In and converts its Securities prior to the event that any Holder notified the Company (1) in the case Close of an Optional Conversion pursuant to Section 12.01(a), at any time beginning Business on the date of Business Day immediately preceding the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionapplicable repurchase date. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following Subject to Sections 1.11 and 1.12, at the receipt First Effective Time, by virtue of the Required Stockholder Approval First Merger and without any further action on the effectiveness part of Parent, the Merger Subs, the Company, any stockholder of the Charter AmendmentCompany or any other Person: (i) each share of Company Capital Stock held in the Company’s treasury or owned by Parent, Holders the Merger Subs, the Company or any direct or indirect wholly owned Subsidiary of Parent, the Notes Merger Subs or the Company immediately prior to the First Effective Time (“Disregarded Shares”), if any, shall have be extinguished and cancelled without payment of any consideration in respect thereof; (ii) all shares of Company Capital Stock issued and outstanding immediately prior to the First Effective Time held by each Non-Dissenting Stockholder (other than Disregarded Shares) shall be converted automatically into the right convert to receive: (A) at the Closing, an interest, rounded to the nearest cent, in the master promissory note issued by Parent in the form attached hereto as Exhibit H (the “Optional ConversionMaster Parent Promissory Note”) their ), which shall include, among other terms, the ability for the holders of a majority of the outstanding Notes, principal amount interests in such Master Parent Promissory Note to convert the Master Parent Promissory Note into shares of Parent Common Stock at any time and from time upon providing notice to timeParent in writing, on regardless of whether or not the Master Parent Promissory Note has matured per its terms (the “Master Parent Promissory Note Acceleration”); provided, however, any Business Day, prior shares of Parent Common Stock issuable upon conversion of the Master Parent Promissory Note shall only be subject to the earliest Lock-Up Agreement to the same extent as the shares issued at the Closing (i.e., subject to lock-up only during the 180 days immediately following the Closing Date), equal to: (1) the product of (I) the Per Share Closing Notes Amount times (II) the total number of shares of Company Capital Stock held by such Non-Dissenting Stockholder; minus (2) the portion of such Non-Dissenting Stockholder’s Indemnification Escrow Fund Contribution Amount attributable to such shares of Company Capital Stock; minus (3) the portion of such Non-Dissenting Stockholder’s PPP Escrow Fund Contribution Amount attributable to such shares of Company Capital Stock; minus (4) the portion of such Non- Dissenting Stockholder’s Expense Fund Contribution Amount attributable to such shares of Company Capital Stock; (B) at the Closing, the number of shares of Parent Common Stock, rounded to the nearest whole share, equal to the product of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or Per Share Closing Stock Amount times (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a total number of shares of Company Capital Stock held by such Non-Dissenting Stockholder; (C) an additional interest in the Amended Master Parent Promissory Note, rounded to the nearest cent, equal to such Non-Dissenting Stockholder’s portion of the Additional Closing Notes Consideration, if any, attributable to such shares of Company Capital Stock when issuable pursuant to Section 1.13(e)(ii); (D) the number of shares of Parent Common Stock per $1,000 principal amount of Notes Stock, rounded to the nearest whole share, equal to the Conversion Rate then in effect product of (plus cash in lieu 1) the Per Share Contingent Stock Amount (2021) times (2) the total number of fractional sharesshares of Company Capital Stock held by such Non- Dissenting Stockholder, if any, attributable to such shares of Company Capital Stock, when issuable pursuant to Section 1.7(a); (E) if the Daily VWAP number of shares of Parent Common Stock, rounded to the Common Stock exceeds or is nearest whole share, equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days product of (1) the “Mandatory Conversion Event”Per Share Contingent Stock Amount (2022) times (2) the total number of shares of Company Capital Stock held by such Non- Dissenting Stockholder, if any, attributable to such shares of Company Capital Stock when issuable pursuant to Section 1.7(b). Upon ; and (F) any cash disbursements required to be made from the occurrence of Indemnification Escrow Fund, PPP Escrow Fund and the Mandatory Conversion Event, the Company shall deliver notice Expense Fund with respect to such shares to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer former holder thereof in accordance with the Escrow Agreement, PPP Escrow Agreement and Section 4.10 or Section 4.1511.1(f), respectivelyif, as and when such Holder may convert its Notes into Common Stock only if it withdraws its election disbursements are required to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer.be made; and (eiii) In each share of common stock, par value $0.00001 per share, of Merger Sub I issued and outstanding immediately prior to the event that any Holder notified the Company (1) in the case First Effective Time shall be converted automatically into one share of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date common stock of the provision Surviving Corporation. From and after the First Effective Time, all certificates representing the common stock of Merger Sub I shall be deemed for all purposes to represent the number of shares of common stock of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined Surviving Corporation into which they were converted in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionimmediately preceding sentence. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. Upon ten (a10) At any time following days written notice by either (i) the receipt holder of a Term Note or (ii) the Buyer, to the other parties of the Required Stockholder Approval and exercising party's intent to exercise their conversion right under a Term Note, the effectiveness then outstanding principal pursuant to such Term Note shall be convertible into FPCX Shares as follows: 3.5.1 on the first anniversary of the Charter Amendment, Holders of the Notes shall have the right convert Closing Date (the “Optional Conversion”"First Anniversary") their outstanding Notes, at or any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding date thereafter through the Maturity Date, into Common Stock, at a conversion rate twenty-five percent (the “Conversion Rate”25%) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); each Term Note may be converted, provided that during the thirty (30) days immediately preceding the First Anniversary or any Holder of Notes who would beneficially own thirty (30) day period thereafter through the Maturity Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendmentcase may be, the Company shall convert (FPCX Average Closing Share Price meets or exceeds the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business Target Price; 3.5.2 on the second business anniversary of the Closing Date (the "Second Anniversary") or any date thereafter through the Maturity Date, up to an additional twenty-five percent (25%) of each Term Note may be converted, provided that during the thirty (30) days immediately preceding the Second Anniversary or any thirty (30) day following such Mandatory Conversion Eventperiod thereafter through the Maturity Date, which notice shall specify that as the Mandatory Conversion shall occur not later than case may be, the FPCX Average Closing Share Price meets or exceeds the Target Price; 3.5.3 on the third business day following the notice anniversary of the Mandatory Conversion Event.Closing Date (the "Third Anniversary") or any date thereafter through the Maturity Date, up to an additional twenty-five percent (25%) of each Term Note may be converted, provided that during the thirty (30) days immediately preceding the Third Anniversary or any thirty (30) day period thereafter through the Maturity Date, as the case may be, the FPCX Average Closing Share Price meets or exceeds the Target Price; and (c) Interest shall cease to accrue on any Notes 3.5.4 on the date of occurrence fourth anniversary of the Optional Conversion Closing Date (the "Fourth Anniversary") or any date thereafter through the Mandatory Conversion Maturity Date, up to an additional twenty-five percent (such date25%) of each Term Note may be converted, provided that during the thirty (30) days immediately preceding the Fourth Anniversary or any thirty (30) day period thereafter through the Maturity Date, as the case may be, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion FPCX Average Closing Share Price meets or Mandatory Conversion shall be added to exceeds the principal amount of such Note being convertedTarget Price. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. Lender and Borrower agree that, on and following the Conversion Trigger Date, Lender has the right to convert all or any portion of the Obligations (i.e., principal amount of all Credit Extensions and accrued and unpaid interest thereon under this Agreement) into shares of Series A Preferred Stock of RMG Networks Holdings Corporation (“Series A Preferred Stock”) on the terms set forth in the Certificate of Designation set forth as Exhibit B hereto. The “Conversion Trigger Date” shall mean the earlier of: (a) At any time the next calendar day following the receipt “Drop Dead Date” under the Merger Agreement; (b) the termination of the Required Stockholder Approval and the effectiveness Merger Agreement pursuant to (i) Section 8.01(d) (failure to receive shareholder vote upon a final vote), (ii) Section 8.01(e) (Company breach), (iii) on or after August 31, 2018, Section 8.01(g) (Adverse Recommendation Change) or (iv) on or after August 31, 2018, Section 8.01(h) (Superior Proposal) of the Charter AmendmentMerger Agreement; provided, Holders that if the Borrower terminated the Merger Agreement under Section 8.01(h) of the Notes Merger Agreement prior to September 1, 2018, the Conversion Trigger Date shall be the later of (A) 150 days following the execution of the Merger Agreement or (B) 100 days following the execution of such definitive agreement with respect to a Superior Proposal; or (c) the date, if any, on which the Company breaches Section 6.02 of the Merger Agreement. Notwithstanding anything to the contrary, Lender shall have no right to convert the right convert Obligations into any shares of Series A Preferred Stock if (a) the “Optional Conversion”Penalty Loan Conditions are satisfied or (b) their outstanding NotesLender fails to fulfill its obligations to escrow funds with (or provide a letter of credit to) the Escrow Agent in amount of $500,000 as and if required pursuant to the terms of Section 2.2(b) and Lender has not cured or rectified such failure (other than failing to perform by the initial required date for such funding), at any time and from time to time, on any Business Dayif any, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount termination of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06Merger Agreement. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a1) At In case of an Optional Conversion, to convert any time following Conversion Amount into Common Shares on the applicable Optional Conversion Date, the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert form attached hereto as Exhibit I (the “Optional ConversionConversion Notice”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of Company and (1B) if applicablerequired by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to a Note called for redemptionthis Debenture in the case of its loss, the close of business on the Business Day immediately preceding the Redemption Date theft or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount destruction). In case of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentMandatory Conversion, the Company shall convert by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York time, the “Mandatory Conversion”first (1st) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (following the date on which the Mandatory Conversion Trigger occurred ( the “Mandatory Conversion EventDate”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a copy of an executed notice of conversion in the form attached hereto as Exhibit II (the “Mandatory Conversion Notice”) not later than to the open of business Holder, and the Holder shall by email, for receipt on or prior to 11:59 p.m., New York time, the second business day first (1st) Trading Day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice Date, a confirmation of receipt of the Mandatory Conversion Event. Notice in the form attached hereto as Exhibit II to the Company (cthe “Mandatory Conversion Confirmation”). On or before the first (1st) Interest shall cease to accrue on any Notes on Trading Day following the date of occurrence receipt of the an Optional Conversion Notice or the Mandatory Conversion Confirmation (or such dateearlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Common Shares issuable pursuant to such Conversion Notice) (the “Conversion Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Common Shares and provided that the Company’s transfer agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Common Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be placed on certificates or book-entry positions of the Common Shares, issue and deliver to the address as specified by the Holder, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled. If this Debenture is physically surrendered for conversion and the outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the Holder a new Debenture representing the outstanding Principal not converted. The accrued and unpaid interest on any Note being converted pursuant Person or Persons entitled to an Optional Conversion or Mandatory Conversion receive the Common Shares issuable upon a conversion of this Debenture shall be added treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Notice. (2) Notwithstanding the foregoing Section (4)(b)(i)(1), but subject to Section (4)(c)(iii)(2), prior to the principal Holder submitting any Conversion Notice at a Conversion Price equal to the Market Price (each such conversion, a “Market Price Conversion”), the Holder shall submit a notice in the form attached hereto as Exhibit III to the Company (a “Market Price Conversion Notice”) no earlier than twenty (20) Business Days and no less than five (5) Business Days prior to the first calendar day of any Calendar Month during which the Holder intends to submit Market Price Conversions. Upon receipt of a Market Price Conversion Notice, the Company shall permit the Holder to submit Market Price Conversions during such Calendar Month in accordance with the maximum aggregate amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer Market Price Conversions set forth therein and in accordance with Section 4.10 or Section 4.15(4)(c)(iii)(1). For the avoidance of doubt and without implication that the opposite would otherwise be true, respectively, such the Holder may shall not be required to convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change any portion of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), this Debenture at any time beginning on time, including, but not limited to, following its submission of a Market Price Conversion Notice. Any and all conversions of this Debenture shall be at the date sole discretion of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionHolder. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. In the event of (a) At any time following Event of Default, the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes Lenders shall have the right right, at their option, to convert (all or any part of the “Optional Conversion”) their outstanding Notes, Obligations into common Capital Stock of Pledgor at any time while such Event of Default is continuing, and from time to time(b) the consummation of any Permitted Additional Equity Raise, on any Business Day, all of the Obligations shall automatically convert into common Capital Stock of Pledgor effective immediately prior to the earliest closing of (1) if applicablethe Permitted Additional Equity Raise, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or unless at least two (2) Business Days prior to the close execution of the definitive business on combination agreement (or similar definitive agreement) in connection with the Permitted Additional Equity Raise, the Lenders elect in writing to not convert the Obligations (subsections (a) and (b), collectively, a “Loan Conversion”). Borrower shall provide the Administrative Agent with reasonable notice prior to the execution of such business combination agreement (and in no event less than twelve (12) Business Day immediately preceding Days’ notice), and such notice shall include the Maturity Datethen current draft of such agreement. Borrower shall also promptly provide any other material agreements or information reasonably requested by the Lenders which would allow the Lenders to evaluate the transactions contemplated by the business combination agreement. Upon the consummation of the Loan Conversion, into Common Stock, at a conversion rate Pledgor shall deliver to the Lenders the number of common Capital Stock equal to the quotient of (i) the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes Obligations (plus cash in lieu for the avoidance of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of doubt, such amount shall be at the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99Applicable Price, which includes 111% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt aggregate of the Required Stockholder Approval and the effectiveness sum of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee Called Principal and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest outstanding) divided by (ii) the Loan Conversion Price (with such common Capital Stock being allocated among the Lenders as directed by the Administrative Agent). The Lenders may place conditions on such conversion with respect to the consummation of a Permitted Additional Equity Raise or a Liquidity Transaction (as defined in the Pledgor LLCA) and/or as required by the Lenders to comply with Applicable Laws, including the expiration or termination of any Note being converted pursuant to an Optional Conversion or Mandatory Conversion applicable antitrust laws, in which case the conversion shall be added effective upon the satisfaction of such conditions. All costs and expenses (including filing fees) of the Lenders with respect to filings under any applicable antitrust laws shall be borne by Borrower. Borrower shall pay any documentary, stamp or similar issue or transfer tax due on the issue of common Capital Stock of Pledgor upon conversion. Pledgor shall reserve (and shall keep available and free from preemptive rights) and shall continue to reserve out of its authorized but unissued common Capital Stock a sufficient number of common Capital Stock to permit the conversion of the Obligations in full. All common Capital Stock that are issued upon the Loan Conversion shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, not subject to any preemptive rights, and, be free from all taxes, Liens, security interests, charges, and other encumbrances with respect to the principal amount issuance thereof, other than taxes in respect of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection any transfer occurring contemporaneously with such Prepayment Offer issue and those under applicable federal, state or Change of Control Offer. (e) In other securities laws. Notwithstanding the event that any Holder notified foregoing, if at the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Loan Conversion, and the Capital Stock of Borrower (or any successor entity to Borrower) will be publicly listed, then Lenders shall have the option (which shall be exercised in writing no later than two (2) Business Days prior to the execution of the definitive business combination agreement) to receive common Capital Stock of Borrower (or any successor entity to Borrower that will be publicly listed) instead of the Pledgor delivering common Capital Stock in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionPledgor. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following Subject to the receipt next two succeeding sentences, a Holder of a Security may convert it into Common Stock of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, Company at any time and from time to timebefore the close of business on provided, on any Business Dayhowever, prior to the earliest of (1) that if applicable, with respect to a Note Security is called for redemption, the Holder -------- ------- may convert it at any time before the close of business on the Business Day immediately preceding the Redemption Date or (2) the close Date. The number of business on the Business Day immediately preceding the Maturity Date, shares of Common Stock to be delivered upon conversion of a Security into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares Stock per $1,000 principal of Principal Amount shall be equal to the Conversion Rate. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. The Holders' right to convert Securities into shares of Common Stock is subject to the Company's right to elect to instead pay such Holder the amount of cash set forth in the Notes next succeeding sentence in lieu of delivering such shares of Common Stock; provided, however, that if such payment of cash is not permitted pursuant to the provisions of the Indenture or the provisions of any other agreement or instrument to which the Company is a party or by which it is bound or otherwise, the Company shall deliver shares of Common Stock (plus and cash in lieu of fractional shares of Common Stock Stock) in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) Article 10 of the Exchange Act and Indenture, whether or not the rules and regulations promulgated thereunder) Company has delivered a notice pursuant to Section 10.02 to the effect that the Securities will be paid in excess cash. The amount of 9.99% cash to be paid for each $1,000 Principal Amount of a Security shall be equal to the outstanding Sale Price of a share of Common Stock on the Trading Day immediately prior to the related Conversion Date multiplied by the Conversion Rate in effect on such Trading Day. The Company shall not pay cash in lieu of delivering shares of Common Stock upon the conversion of such Holder’s Notes shall be required to provide 61 days’ written notice any Security pursuant to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt terms of Article 10 of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert Indenture (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus other than cash in lieu of fractional shares) if there has occurred (prior to, on or after, as the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Eventcase may be, the Conversion Date or the date on which the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the delivers its notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion whether each Security shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes converted into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed cash) and is continuing an Event of Default (other than a default in such payment on such Securities), provided, however, that this sentence shall not apply in the event that an Event of Default occurs after such cash is paid. In the event the Company exercises its option pursuant to be an “affiliate” Section 11.01 of the Company for purposes Indenture to have interest in lieu of Original Issue Discount accrue on the Securities Act and/or Security following a Tax Event, the Exchange upon such conversion, then Holder will be entitled on the Company will promptly enter into a Registration Rights Agreement covering conversion to receive the same number of shares of Common Stock such Holder would have received upon if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. . To convert a Security a Holder must (fi) At complete and manually sign the request conversion notice on the back of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 4.05 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary", which term includes any Holdersuccessor thereto) the appropriate instruction form for conversion pursuant to DTC's book-entry conversion program, (ii) surrender the Security to a Conversion Agent by physical or book-entry delivery (which is not necessary in the case of conversion pursuant to DTC's book-entry conversion program), (iii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (iv) pay any transfer or similar tax, if required. Book-entry delivery of a Security to the Conversion Agent may be made by any financial institution that is a participant in DTC; conversion through DTC's book-entry conversion program is available for any security that is held in an account maintained at DTC by any such participant. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will use be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its reasonable efforts option provided for in paragraph 8 hereof) attributable to cooperate the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 9 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid), to the Conversion Date with such Holder respect to confirm with brokers that such Holder will the converted Security shall not be an “affiliate” cancelled, extinguished or forfeited, but rather shall be deemed paid in full to the Holder thereof through the delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof. The Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights, warrants or options to purchase Common Stock for a period expiring within 60 days at less than the Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company for purposes or certain rights, warrants or options to purchase securities of the Securities Act and/or Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the Exchange Act upon any Optional transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion pursuant Rate. If the Company is a party to Section 12.01(a) a consolidation, merger or Mandatory Conversion pursuant binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to Section 12.01(b)another person, or in certain other circumstances described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

Conversion. (a) At any time following A Holder of a Security may convert it into Shares in accordance with the receipt terms and conditions set forth in Article 11 of the Required Stockholder Approval and Indenture. After ________, 20__, a Holder's right to convert Securities into Shares is subject to the effectiveness Issuer's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence in lieu of delivering all or part of such Shares; provided, however, that if such payment of cash is not permitted pursuant to the provisions of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemptionIndenture, the close of business on the Business Day immediately preceding the Redemption Date or Issuer shall deliver Shares (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus and cash in lieu of fractional shares of Common Stock Shares) in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) Article 11 of the Exchange Act and Indenture, whether or not the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written Issuer has delivered a notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt 11.02 of the Required Stockholder Approval and Indenture to the effectiveness effect that the Securities will be paid in cash. The amount of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per cash to be paid for each $1,000 principal amount Principal Amount of Notes a Security shall be equal to the Market Price of a Share multiplied by the Conversion Rate then in effect on such Conversion Date. If the Issuer shall elect to make such payment wholly in Shares, then such Shares shall be delivered through the Conversion Agent to Holders surrendering Securities no later than the fifth Business Day following the Conversion Date. If, however, the Issuer shall elect to make any portion of such payment in cash, then the payment, including any delivery of Shares, shall be made to Holders surrendering Securities no later than the tenth Business Day following the Conversion Date. The Issuer shall not pay cash in lieu of delivering all or part of such Shares upon the conversion of any Security pursuant to the terms of Article 11 of the Indenture (plus other than cash in lieu of fractional shares) if there has occurred (prior to, on or after, as the Daily VWAP case may be, the Conversion Date or the date on which the Issuer delivers its notice of whether each Security shall be converted into Shares or cash) and is continuing an Event of Default (other than a default in such payment on such Securities). The initial Conversion Rate is ________ Shares per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Issuer will deliver cash or a check in lieu of any fractional Share. In the event the Issuer exercises its option pursuant to Section 10.01 of the Common Stock exceeds or is Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion into Shares to receive the same number of Shares such Holder would have received if the Issuer had not exercised such option. If the Issuer exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the Threshold Price interest (including Contingent Interest) thereon that the registered Holder is entitled to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities shall be payable by the Issuer on any Interest Payment Date subsequent to the date of conversion. Securities surrendered for conversion during the period from the close of business on any date on which Contingent Interest accrues to the opening of business on the date on which such Contingent Interest is payable (except Securities with respect to which the Issuer has mailed a notice of redemption) must be accompanied by payment of an amount equal to the Contingent Interest and Defaulted Interest with respect thereto that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no Contingent Interest or Defaulted Interest on converted Securities will accrue after the date of conversion. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent for cancellation, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Issuer or the Trustee and (4) pay all funds required, if any, relating to interest (including Contingent Interest) on the Security to be converted for which you are not entitled and pay any transfer or similar tax, if required. A Holder may convert a portion of a Security if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Shares except as provided in effect the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Issuer has exercised its option provided for below in "Tax Event") attributable to the period from the Issue Date (or, if the Issuer has exercised the option referred to below in "Tax Event", the later of (x) the date of such exercise and (y) the date on each applicable Trading Day which interest was last paid) through the Conversion Date with respect to the converted Security and (except as provided below) accrued Contingent Interest and accrued Defaulted Interest with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Shares (together with the cash payment, if any, in lieu of fractional Shares) in exchange for at least 15 consecutive Trading Days the Security being converted pursuant to the terms hereof; and the fair market value of such Shares (together with any such The Conversion Rate will be adjusted as provided in the “Mandatory Conversion Indenture. If the Issuer is a party to a consolidation, merger or binding share exchange or a transfer of its assets as, or substantially as, an entirety, or upon certain distributions described in the Indenture, the right to convert a Security into Shares may be changed into a right to convert it into securities, cash or other assets of the Issuer or another Person. In the event of a Share Separation, the Securities shall not be convertible in Shares, but shall instead be convertible solely into Corporation Shares except upon a Trust Assumption Event”). Upon the occurrence of the Mandatory Conversion Eventa Share Separation, the Company Conversion Rate of the Securities shall deliver notice be adjusted in accordance with the terms of the Indenture. In addition, Holders of Securities shall not be entitled to convert their Securities into Shares for the period beginning on the record date for such Share Separation and ending on the first Business Day succeeding the first five consecutive trading days after the effective date of such Share Separation. Tax Event - From and after (1) the date (the "Tax Event Date") of the occurrence of a Tax Event and (2) the date the Issuer exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Issuer, interest in lieu of future Original Issue Discount shall accrue at the rate of ___% per annum on a principal amount per Security (the "Restated Principal Amount") equal to the Holders Issue Price plus Original Issue Discount accrued to the Option Exercise Date and shall be payable semi-annually on _________ and _________ of each year (each an "Interest Payment Date") to holders of record at the Notesclose of business on _________ or _________ (each a "Regular Record Date") immediately preceding such Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Trustee Option Exercise Date. Interest (including Contingent Interest) on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Conversion Agent (if other than Person in whose name that Security is registered at the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open close of business on the second business Regular Record Date for such interest at the office or agency of the Issuer maintained for such purpose. Each installment of interest on any Security shall be paid in same-day following funds by transfer to an account maintained by the payee located inside the United States, provided that with respect to any Holder, such Mandatory Conversion Event, which notice Holder shall specify that have furnished to the Mandatory Conversion shall occur not Paying Agent all required wire payment instructions no later than the third business day following related Regular Record Date, or if no such instructions have been furnished, by check payable to such Holder. From and after the notice of Option Exercise Date, Contingent Interest provided for in the Mandatory Conversion Event. (c) Interest paragraph entitled "Contingent Interest" hereof shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being convertedthis Security. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. After October 2, 2001, the Holders of Trust Securities, subject to the limitations set forth in this Section, shall have the right, at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the converting Holders, into shares of Common Stock in the manner described herein on and subject to the following terms and conditions: (ai) Subject to subparagraph (ii) below, the Trust Securities will be convertible into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Junior Subordinated Notes having a principal amount equal to the aggregate Liquidation Preference of such Trust Securities, and immediately (unless the Spin-Off has not occurred, in which case within the time specified in subparagraph (ii) below) convert such amount of Junior Subordinated Notes into fully paid and nonassessable shares of Common Stock at an initial rate of 1.8182 shares of Common Stock for each Trust Security (which is equivalent to a conversion price of approximately $27.50 per share of Common Stock), subject to certain adjustments set forth in the Indenture (as so adjusted, "Conversion Price"). (ii) At any time following the receipt of the Required Stockholder Approval after October 2, 2001 and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest Spin-Off, the Company may elect to make a cash settlement in respect of any Trust Security surrendered for exchange by delivering notice thereof to the tendering Holder not more than five Trading Days after such Trust Security is surrendered for exchange. Such cash settlement shall be in an amount, per $50 Liquidation Preference of Trust Securities delivered for exchange, equal to the product of (1i) the then-prevailing Conversion Price (as specified in writing by the Company) and (ii) the average of the Closing Price of the Common Stock on the five Trading Days commencing two Trading Days after delivery by the Company of such notice to such Holder. The Company will pay such cash settlement amount as promptly as practicable after the completion of such five Trading Day period. (iii) In order to convert Trust Securities into Common Stock or cash, as the case may be, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock or cash, as the case may be, should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Junior Subordinated Notes held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately (unless the Spin-Off has not occurred, in which case within the time specified in subparagraph (ii) below) convert such Junior Subordinated Notes, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph) or cash, as the case may be. The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to exchange Trust Securities for a portion of the Junior Subordinated Notes held by the Property Trustee and the Property Trustee shall, upon receipt of such written notice, deliver to the Conversion Agent the appropriate principal amount of Junior Subordinated Notes for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Depositor of the Holder's election to convert such Junior Subordinated Notes into shares of Common Stock. Holders of Trust Securities at the close of business on a Distribution payment record date will be entitled to receive the Distribution paid on such Trust Securities on the corresponding Distribution Date notwithstanding the conversion of such Trust Securities on or following such record date but prior to such Distribution Date. Except as provided above, neither the Trust nor the Depositor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or not in arrears accrued on the Trust Securities surrendered for conversion, or on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities submitted for conversion prior to the expiration of conversion rights as provided in Section 4.05(iv) shall be deemed to have been converted immediately prior to the close of business on the day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Junior Subordinated Notes shall be treated for all purposes as the record holder or holders of such Common Stock on the Conversion Date. As promptly as practicable on or after the Conversion Date, if applicable, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with respect the cash payment, if any, in lieu of any fraction of any share to a Note called for redemptionthe Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (iv) The conversion rights of holders of the Junior Subordinated Notes and the corresponding conversion rights of Holders of Trust Securities shall expire either (i) at the close of business on the Business Day immediately preceding prior to the Redemption Date date set for redemption of the Trust Securities upon the mandatory or optional redemption of the Junior Subordinated Notes or (2ii) at the close of business on the Business Day immediately preceding prior to the Maturity Datematurity of the Junior Subordinated Notes. (v) Each Holder of a Trust Security by its acceptance thereof initially appoints Bankers Trust Company not in its individual capacity but solely as conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Junior Subordinated Notes held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) to convert all or a portion of the Junior Subordinated Notes into Common StockStock and thereupon to deliver such shares of Common Stock or cash, at a conversion rate (as the “Conversion Rate”) case may be, in accordance with the provisions of 81.2 shares per $1,000 this Section and to deliver to the Property Trustee any new Junior Subordinated Note or Junior Subordinated Notes for any resulting unconverted principal amount of delivered to the Notes Conversion Agent by the Indenture Trustee. (plus cash in lieu of vi) No fractional shares of Common Stock will be issued as a result of conversion, but, in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined lieu thereof, such fractional interest will be paid in accordance with Section 13(d) of cash by the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice Depositor to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal Agent in an amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu Current Market Price of the fractional shares) if the Daily VWAP share of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion EventStock, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (will in turn make such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added payment to the principal amount Holder or Holders of such Note being Trust Securities so converted. (dvii) If a Holder exercises its right Nothing in this Section 4.05 shall limit the requirement of the Trust to require the Company to repurchase its Notes withhold taxes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date terms of the provision Trust Securities or as set forth in this Trust Agreement or otherwise required of the Optional Conversion Notice and ending with Property Trustee or the effectiveness Trust to pay any amounts on account of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionwithholdings. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentSubject to compliance with Section 11.02, Holders of the Notes a Holder shall have the right to convert all or any portion (the if such portion is $2,000 principal amount or an integral multiple of $1,000 principal amount) of its Notes (“Optional Early Conversion”) their outstanding Notes), at any time and from time to time, on any Business Day, prior to the earliest of (1i) if applicable, the close of business on the fifth Business Day following the date of a Mandatory Conversion Notice delivered in accordance with Section 11.01(b), (ii) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2iii) the close of business on the Business Day immediately preceding the Maturity Datematurity date, into a number of shares of Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares Stock per $1,000 principal amount of Notes being converted equal to the Notes Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.0311.03); provided that any . In addition, upon an Early Conversion, a Holder shall have the right to receive in cash, with respect to its Notes being converted, per $1,000 principal amount of Notes who would beneficially own being converted, (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderx) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required event the Early Conversion Date occurs on or prior to provide 61 days’ written notice September 23, 2017, the Early Conversion Payment and (y) in all cases, accrued and unpaid interest to the Company prior Early Conversion Date. For the avoidance of doubt, in the event of an Early Conversion with an Early Conversion Date after September 23, 2017, Holders shall not be entitled to any such conversion. The receive the Early Conversion Rate is subject to adjustment pursuant to Section 12.06Payment. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the The Company shall have the right to convert the Notes (the “Mandatory Conversion”) any outstanding Notes ), in whole or in part, into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional sharesshares of Common Stock in accordance with Section 11.03), if each of the following conditions are satisfied: (i) if the Daily VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days (the “Mandatory Conversion EventVWAP Condition”). Upon the occurrence of the Mandatory Conversion Event, ) and (ii) the Company shall deliver notice delivers to the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not notice of the Company’s election of its right to convert the Notes no later than the open of business on the second business day third Business Day immediately following the 20th Trading Day of any such 30 Trading Day period (a “Mandatory Conversion EventNotice”), which notice shall specify that the Mandatory Conversion shall occur not later than on the third business day sixth Business Day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion such notice (such date, the “Mandatory Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant ; provided that, the Company’s right to an Optional Conversion or cause a Mandatory Conversion shall be added to suspended during the principal amount of such Note being converted. (d) If a Holder exercises its right to require period beginning on the Company to repurchase its Notes pursuant to a Prepayment Offer or date a Change of Control Offer in accordance with Section 4.10 or Section 4.15is made and continuing to, respectivelyand including, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or the applicable Change of Control Offer. (e) In Settlement Date. For the avoidance of doubt, in the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion, Holders shall not be entitled to receive the Early Conversion pursuant to Payment or, except as provided in Section 12.01(b11.02(f), at any time beginning with accrued and unpaid interest. The Mandatory Conversion Notice shall state that the Company is exercising its right to cause a Mandatory Conversion, the Conversion Rate and Conversion Price in effect on the Mandatory Conversion Date. Notwithstanding the foregoing, the Company may only exercise its right to cause a Mandatory Conversion if, as evidenced by an Officers’ Certificate delivered to the Trustee and the Conversion Agent (if other than the Trustee) on the Mandatory Conversion Date, all of the conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, and including, the date of the Mandatory Conversion Event Notice and (y) ending 30 calendar days following on, and including, the effectiveness of such conversion, that such Holder will beneficially own Mandatory Conversion Date (the “Equity Conditions Measuring Period”). The Equity Conditions are as determined in accordance with Section 13(dfollows: (i) of the Exchange Act and the rules and regulations promulgated thereundereither (1) in excess of 9.99% of the outstanding all shares of Common Stock or otherwise be deemed to be an “affiliate” issuable upon conversion of the Notes and held by a non-Affiliate of the Company shall be eligible for purposes sale without the need for registration under any applicable federal or state securities laws or (2) a shelf registration statement registering the resale of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received issuable upon conversion of the Notes has been filed by the Company and been declared effective by the SEC or is automatically effective and is available for use, and the Company expects such conversion.shelf registration statement to remain effective and available for use from the Mandatory Conversion Date until thirty days following the Mandatory Conversion Date; (fii) At the request Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) to be delivered on such conversion is listed or traded on The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, or any of their respective successors (each, an “Eligible Market”) and shall not then be suspended from trading on such Eligible Market; (iii) at or prior to the settlement date of the Mandatory Conversion, for any HolderNotes validly surrendered for conversion with an Early Conversion Date prior to the Mandatory Conversion Date in accordance with the terms of this Indenture, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” shall have delivered and paid the number of shares of Common Stock and the amount of cash due upon conversion of the Notes to the Holders in accordance with Section 11.01(a); (iv) shares of Common Stock to be issued upon conversion may be issued in full without violating the rules or regulations of The New York Stock Exchange or any other applicable Eligible Market on which the Common Stock delivered upon conversion is then listed or trading; and (v) no Event of Default shall have occurred and be continuing. For the avoidance of doubt, the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant may exercise its right to Section 12.01(a) or cause more than one Mandatory Conversion pursuant so long as any Notes are outstanding so long as it complies with the other requirements of this Section 11.01(b). If the Company exercises its right to Section 12.01(bcause Mandatory Conversion in part, the Conversion Agent will select the Notes to be converted pro rata, by lot or by any other method the Conversion Agent in its sole discretion deems fair and appropriate (or, in the case of Notes represented by Global Notes, in such manner as DTC may require), in denominations of $2,000 or any integral $1,000 multiple in excess thereof.

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior Notwithstanding anything in this Agreement to the earliest contrary, so long as no Event of (1) if applicableDefault has occurred and is continuing, Seller shall be permitted to consummate a Foreclosure Event with respect to any Purchased Asset and convert the related Mortgage Loan to a Note called for redemption, the close of business loan secured by a Mortgage or Mortgages on the Business Day immediately preceding related Mortgaged Property or Mortgaged Properties for the Redemption Date or benefit of Buyer (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “REO Conversion”). Any such REO Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to occur upon and simultaneous with the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06Foreclosure Event. (b) Following the receipt With respect to any Mandatory Early Repurchase Event or REO Conversion, as of the Required Stockholder Approval and the effectiveness of the Charter Amendmentdate such Mandatory Early Repurchase Event occurs or such REO Conversion is consummated, the Company Maximum Mandatory Early Repurchase/REO Conversion Test shall convert (be satisfied. In the “event the Maximum Mandatory Conversion”) any Early Repurchase/REO Conversion Test is not satisfied as of such date, then Seller shall reduce the outstanding Notes into a number Purchase Price of shares Purchased Assets that experience Mandatory Early Repurchase Events or are the result of Common Stock per $1,000 principal amount of Notes equal REO Conversions, as determined by Seller, to cause the Maximum Mandatory Early Repurchase/REO Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal Test to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”)be satisfied. Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event.4918-1599-2897v.6 (c) Interest With respect to any Purchased Asset that is the subject of a REO Conversion, the related Repurchase Date shall cease to accrue on any Notes on be the date (or if such date is not a Business Day, then the next succeeding Business Day) which is three hundred sixty (360) days after the Business Day on which the REO Conversion is effective minus the number of occurrence calendar days (if any) that such Purchased Asset was the subject of a Mandatory Early Repurchase Event immediately prior to the consummation of the Optional Conversion or the Mandatory REO Conversion (i.e. if such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant Purchased Asset was not subject to an Optional Conversion or a Mandatory Conversion shall be added Early Repurchase Event prior to the principal amount of such Note being convertedBusiness Day on which the REO Conversion is effective, then the Repurchase Date will be three hundred sixty (360) days after the Business Day on which the REO Conversion is effective). (d) If a Holder exercises its right On the Business Day on which the REO Conversion is effective, Seller shall be required to require reduce the Company outstanding Purchase Price of the related Purchased Asset to repurchase its Notes pursuant an amount that is equal to a Prepayment Offer or a Change Purchase Price LTV equal to fifty percent (50%), which amount shall be notified by Buyer to Seller. Thereafter, for all purposes of Control Offer in accordance this Agreement, the Purchase Price Percentage of such Purchased Asset shall not exceed fifty percent (50%). Simultaneously with Section 4.10 or Section 4.15the REO Conversion, respectivelyBuyer and Seller shall execute an amended and restated Confirmation reflecting, among other items, such Holder may convert its Notes into Common Stock only if it withdraws its election updated Purchase Price and Purchase Price Percentage and the updated Applicable Spread with respect to have its Notes repurchased such Purchased Asset. If the Purchased Asset Documents for the Purchased Asset after the REO Conversion is effective require Seller to make any future funding advance of loan proceeds to the related REO Owner (as defined below), Buyer shall in no event be obligated to fund additional advances with respect to the Purchase Price of such Purchased Asset in connection with such Prepayment Offer or Change of Control Offerfuture funding advances to the REO Owner unless Buyer has agreed in its sole discretion to make such additional advances as reflected in the amended and restated Confirmation executed in connection with the REO Conversion, in which case, any such future funding advances shall be made in accordance with Article 3(e)(iii). (e) In An REO Conversion shall not be permitted to occur unless the event ownership and structure of the Mortgagor and the documentation for and any third party reports with respect to the Purchased Asset in effect after the effective date of the REO Conversion are in form and substance reasonably acceptable to Buyer. Such ownership, structure and documentation shall include, without limitation, the following components: (i) the Mortgaged Property will be owned by a special purpose entity (“REO Owner”) formed for the sole purpose of taking ownership of such Mortgaged Property (whether by assignment of the winning bid by Seller at foreclosure sale, by deed of lieu of foreclosure or otherwise) that is directly or indirectly wholly owned and controlled by Guarantor and that is otherwise consistent with the Change of Control definition, as evidenced by delivery of an organizational chart for the REO Owner showing all direct or indirect equityholders of the REO Owner that either Control the REO Owner or hold 10% or more of the entity interest in the REO Owner, directly or indirectly; (ii) Buyer is granted a first priority security interest in the equity ownership interest in the REO Owner pursuant to an equity pledge agreement; 4918-1599-2897v.6 (iii) the Purchased Asset Documents for the Purchased Asset after the REO Conversion is effective shall be based upon the Purchased Asset Documents for the Purchased Asset immediately prior to the REO Conversion (which shall include, without limitation, guaranties to be delivered by a creditworthy guarantor reasonably approved by Buyer (the “REO Guarantor”)) with such changes thereto as are reasonably acceptable to Buyer and shall be delivered to Custodian (it being understood and agreed that the outstanding principal balance of the Mortgage Loan after the REO Conversion will match the unpaid principal balance of the Mortgage Loan at the time of the Foreclosure Event); (iv) the Mortgage securing the Mortgaged Property shall be in recordable form, shall be recorded, if requested by ▇▇▇▇▇, and shall be insured by an ALTA lender’s title insurance policy, or its equivalent as adopted in the applicable jurisdiction, insuring Seller together with its successors and assigns, subject only to the title exceptions that were included in the lender’s title insurance policy that was delivered in connection with the origination of each Purchased Asset (and any Holder notified other exceptions that are reasonably acceptable to Buyer); (v) Buyer shall have received an executed certificate from the Company secretary or assistant secretary of each of the REO Owner and the REO Guarantor, together with all applicable attachments, certifying that attached thereto are (1i) true, correct and complete certificate or articles of formation or organization (or other charter document), including all amendments thereto, of REO Owner and REO Guarantor, certified as of a recent date by the Secretary of State of the state of its organization or formation; (ii) true, correct and complete limited liability company agreement, and including all amendments thereto, of REO Owner and REO Guarantor, (iii) the names of the officers authorized to sign the Purchased Asset Documents and their true signatures; (iv) true, correct and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body); (vi) Buyer shall have received a copy of the related foreclosure deed, deed in lieu of foreclosure or assignment in lieu of foreclosure, as the case may be; (vii) in each case to the case extent reasonably requested by ▇▇▇▇▇, ▇▇▇▇▇ shall have received updated versions of an Optional Conversion the third party reports referenced on the Due Diligence Checklist; (viii) ▇▇▇▇▇ shall have received legal opinions from counsel to REO Owner and REO Guarantor in substance similar to the legal opinions delivered in connection with the closing of the Purchased Asset; (ix) Buyer shall have received evidence reasonably satisfactory to Buyer that all insurance coverage required to be in place pursuant to Section 12.01(a), at any time beginning on the related Purchased Asset Documents with respect to the Mortgaged Property are in effect as of the date of the provision REO Conversion; (x) Buyer shall have received an amended and restated Confirmation executed by Seller reflecting the REO Conversion of the Optional Conversion Notice Purchased Asset and ending with including representations and warranties from Article 9 of this Agreement applicable to the effectiveness of REO Owner; and (xi) Buyer shall have received such Optional Conversion, other and (2) further documents and documentation as Buyer in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined its sole discretion exercised in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion.good faith shall require. 4918-1599-2897v.6 (f) At Concurrently with the request of any HolderREO Conversion, unless otherwise set forth in the Company will use its reasonable efforts related Confirmation, (i) Seller shall establish an account into which all Income received with respect to cooperate with such Holder the Purchased Asset shall be deposited, which account shall be subject to confirm with brokers that such Holder will not be an “affiliate” of account control agreement in form and substance satisfactory to Buyer, (ii) all reserves or other amounts held by the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion REO Owner or pursuant to Section 12.01(athe Purchased Asset Documents (other than Income described in the preceding clause (i)) shall be directed to an account under ▇▇▇▇▇’s control or Mandatory Conversion pursuant held with Servicer and (iii) Seller shall pay to Section 12.01(b).Buyer all of Buyer’s actual out-of-pocket costs and expenses (including reasonable attorneys’ fees of outside counsel) incurred in connection therewith. 4918-1599-2897v.6

Conversion. (a) At any time following the receipt option of the Required Stockholder Approval and the effectiveness Holder. All or any portion of the Charter Amendmentprincipal amount of this Debenture then outstanding shall be convertible into shares of Common Stock at the Conversion Price (subject to limitations set forth in Section 6(d)), Holders at the option of the Notes shall have the right convert (the “Optional Conversion”) their outstanding NotesHolder, at any time and from time to timetime from and after the Original Issue Date. Holders shall effect conversions under this Section 6(a), on any Business Day, prior by delivering to the earliest Company a Holder Conversion Notice together with a schedule in the form of Schedule 1 attached hereto (the "CONVERSION SCHEDULE"). The number of Underlying Shares issuable upon any conversion hereunder shall (subject to limitations set forth in Section 6(d)) equal the outstanding principal amount of this Debenture to be converted (including any interest payments accreted to principal pursuant to the terms hereof) divided by the Initial Conversion Price. If the Holder is converting less than all of the principal amount represented by this Debenture, or if a conversion hereunder may not be effected in full due to the application of Section 6(d)(i), the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to the Holder a Conversion Schedule indicating the principal amount which has not been converted. (b) At the option of the Company. Subject to the conditions set forth in this Section 6(b) and Section 6(d), at any time after the earlier of (1x) if applicablethe first year anniversary of the Original Issue Date and (y) the 14th month anniversary of the Closing Date, the Company may require a conversion, at the Conversion Price and on the Company Conversion Date, of all or a portion of the outstanding principal amount of this Debenture if: (i) both: (A) the average of the Closing Prices during any 30 consecutive Trading Days following the first year anniversary of the Closing Date is equal to or greater than 120% of the Initial Conversion Price and (B) the Closing Price for each of 15 Trading Days (which need not be consecutive) during such 30 consecutive Trading Day period is equal to or greater than 120% of the Initial Conversion Price and (ii) all of the Equity Conditions are satisfied as of the Company Conversion Date with respect to the Underlying Shares potentially issuable in connection with such proposed conversion. The Company shall exercise its right to require conversions hereunder by delivering to the Holder a Note called for redemption, the close of business on the Company Conversion Notice together with a Conversion Schedule within 10 Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount Days of the Notes satisfaction of the condition set forth in clause (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(di) of the Exchange Act immediately preceding sentence. Notwithstanding anything herein to the contrary, if any of the conditions set forth in clauses (i) and (ii) herein shall cease to be in effect during the period between the date of the delivery of the Company Conversion Notice and the rules and regulations promulgated thereunder) in excess of 9.99% of Company Conversion Date, then the outstanding shares of Common Stock upon Holder subject to such conversion of such Holder’s Notes shall be required to provide 61 days’ may elect, by written notice to the Company prior given at any time after any such conditions shall cease to any be in effect, to invalidate ab initio such conversion. The Conversion Rate is number of Underlying Shares issuable upon any conversion hereunder shall (subject to adjustment limitations set forth in Section 6(d)) equal the outstanding principal amount of this Debenture to be converted (including any interest payments accreted to principal pursuant to the terms hereof) divided by the Initial Conversion Price. The conversion subject to each Company Conversion Notice, once given, shall be irrevocable as to the Company. If the conversion of a principal amount of Debentures indicated in a Company Conversion Notice would result in the issuance to the Holder of Underlying Shares in excess of the amount permitted pursuant to Section 12.06. (b) Following 6(d)(i), the receipt Holder shall notify the Company of the Required Stockholder Approval this fact and the effectiveness of Company shall: (x) honor the Charter Amendment, conversion for the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 maximum principal amount of Notes equal Debentures permitted, pursuant to Section 6(d)(i), to be converted on such Company Conversion Date and (y) cancel the Company Conversion Notice with respect to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP portion of the Common Stock exceeds or is equal to principal amount of Debentures the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”conversion of which would violate Section 6(d)(i). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease Company's option to accrue on adjust Conversion Price and force conversion. At any Notes on time and from time to time after [the later to occur of: (i) the second month anniversary of the Closing Date and (ii) the Effective Date](11) [the date on which the Initial Debentures (as defined in the Purchase Agreement) shall no longer be outstanding](12), the Company shall have the option, upon the delivery of occurrence an Adjustment Notice to the Holder, to adjust the Conversion Price then in effect with respect to the Mandatory Convertible Amount applicable to such Adjustment Notice to equal the lesser of: (A) the Initial Conversion Price and (B) the product of (x) the applicable Adjustment Percentage and (y) the Index Price. Subject to the terms hereof (including, without limitation, Section 6(d)(i)), on each Adjustment Date immediately following the delivery of an Adjustment Notice, the applicable Mandatory Convertible Amount shall be converted into Underlying Shares at the Conversion Price as adjusted on such Adjustment Date pursuant to the terms of the Optional Conversion or immediately preceding sentence, provided, that such conversion shall only occur if all of the Mandatory Conversion (such date, Equity Conditions are satisfied as of the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added Adjustment Date with respect to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased Underlying Shares potentially issuable in connection with such Prepayment Offer or Change of Control Offer. (e) In proposed conversion. Notwithstanding anything herein to the event that any Holder notified contrary, the Company shall not be entitled to deliver an Adjustment Notice prior to the tenth (110th) in Trading Day immediately following the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of immediately preceding Delivery Date. If a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date conversion of the Mandatory Conversion Event and ending 30 calendar days following Convertible Amount would result in the effectiveness issuance to the Holder of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).Underlying Shares ----------

Conversion. (a) At any time following The mode of carrying the receipt of the Required Stockholder Approval Merger into effect and the effectiveness manner and basis of converting the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding Epilogue into shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversionNextPath are as follows: 9.1. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a aggregate number of shares of Epilogue Common Stock per $1,000 principal amount of Notes equal to issued and outstanding on the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP Merger Date shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into an aggregate of 150,000 shares of NextPath Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day adjusted by any increase for at least 15 consecutive Trading Days fractional shares and reduced by any Dissenting Shares (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”defined below). The accrued NextPath Common Stock to be issued hereunder ("the NextPath Shares") will be issued pursuant to Rule 506 of the General Rules and unpaid interest on any Note being converted Regulations of the Securities and Exchange Commission, will be restricted as to transferability pursuant to Rule 144 thereof, and will bear substantially the following legend: The securities represented by this certificate have not been registered under the United States Securities Act of 1933 (the "Act") and are "restricted securities" as that term is defined in Rule 144 under the Act The securities may not be offered for sale, sold or otherwise transferred except pursuant to an Optional Conversion effective registration statement under the Act, or Mandatory Conversion pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company. NextPath agrees to file a registration statement covering the NextPath Shares with the Securities and Exchange Commission within six months of the effective date of this Agreement. 9.2. Upon completion of the Merger, there shall be added 30,122,031 shares of NextPath Common Stock issued and outstanding, subject to such adjustments, held as follows: 150,000 common shares held by the former shareholders of Epilogue and 29,972,031 common shares held by the other shareholders of NextPath. 9.3. All outstanding Common or Preferred Stock of Epilogue and all warrants, options or other rights to its Common or Preferred Stock shall be retired and canceled as of the Merger Date. 9.4. Each share of Epilogue Common Stock that is owned by Epilogue as treasury stock shall, by virtue of the Merger and without any action on the part of Epilogue, be retired and canceled as of the Merger Date. 9.5. Each certificate evidencing ownership of shares of NextPath Common Stock issued and outstanding on the Merger Date or held by NextPath in its treasury shall continue to evidence ownership of the same number of shares of NextPath Common Stock. 9.6. NextPath Common Stock shall be issued to the principal amount holders of such Note being converted. (d) If Epilogue Common Stock in exchange for their shares on a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer pro rata basis in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into each holder's relative ownership of the Epilogue Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offerthat is being exchanged. 9.7. The shares of NextPath Common Stock to be issued in exchange for Epilogue Common Stock hereunder shall be proportionately reduced by any shares owned by Epilogue shareholders who shall have timely objected to the Merger (ethe "Dissenting Shares") In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) the provisions of the Exchange Act and the rules and regulations promulgated thereunder) in excess General Corporation Law of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversionDelaware, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionas provided therein. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At Subject to compliance with Section 11.02, at any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentReduction Cutoff Date, Holders of the Notes a Holder shall have the right to convert all or any portion (the if such portion is $1,000 Original Principal Amount or an integral multiple of $1,000 principal amount) of its Notes (“Optional Early Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1i) if applicable, the close of business on the fifth Business Day following the date of a Mandatory Conversion Notice delivered in accordance with Section 11.01(c), (ii) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2iii) the close of business on the Business Day immediately preceding the Maturity Datematurity date, into a number of shares of Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares Stock per $1,000 principal amount Original Principal Amount of Notes being converted equal to the Notes Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.0311.03); provided that any . In addition, upon an Early Conversion, a Holder shall have the right to receive in cash, with respect to its Notes being converted, per $1,000 Original Principal Amount of Notes who would beneficially own (as determined being converted, accrued and unpaid interest to the Early Conversion Date in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.0611.02(b). (b) [Reserved] (c) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentReduction Cutoff Date, the Company shall have the right to convert the Notes (the “Mandatory Conversion”) any outstanding Notes ), in whole or in part, into a number of shares of Common Stock per $1,000 principal amount Original Principal Amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional sharesshares of Common Stock in accordance with Section 11.03), if each of the following conditions are satisfied: (i) if the Daily VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days commencing after the Reduction Cutoff Date (the “Mandatory Conversion EventVWAP Condition”). Upon the occurrence of the Mandatory Conversion Event, ) and (ii) the Company shall deliver notice delivers to the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not notice of the Company’s election of its right to convert the Notes no later than the open of business on the second business day third Business Day immediately following the 20th Trading Day on which the Threshold Price was exceeded of any such 30 Trading Day period (a “Mandatory Conversion EventNotice”), which notice shall specify that the Mandatory Conversion shall occur not later than on the third business day sixth Business Day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion such notice (such date, the “Mandatory Conversion Date”); provided that, the Company’s right to cause a Mandatory Conversion shall be suspended during the period beginning on the date a Change of Control Offer is made and continuing to, and including, the applicable Change of Control Settlement Date. The Cash equal to accrued and but unpaid interest on any Note with respect to the Notes being converted pursuant to an Optional Conversion or any Mandatory Conversion to but excluding the applicable Mandatory Conversion Date shall also be added payable on such Mandatory Conversion Date; provided, that if such Mandatory Conversion Date occurs during the period after the close of business on any Record Date and before the opening of business on the corresponding Interest Payment Date, interest with respect to the principal amount Notes converted will be payable on such Interest Payment Date to the Holders in whose names the Notes are registered at the close of business on such Note being convertedRecord Date. The Mandatory Conversion Notice shall state that the Company is exercising its right to cause a Mandatory Conversion, the Conversion Rate and Conversion Price in effect on the Mandatory Conversion Date. (d) If Notwithstanding the foregoing, a Holder exercises Reduction shall only occur, and the Company may only exercise its right to require cause a Mandatory Conversion, if, as evidenced by an Officers’ Certificate delivered to the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change Trustee and the Conversion Agent (if other than the Trustee) on the any Reduction Settlement Date and any Mandatory Conversion Date, as applicable, all of Control Offer in accordance with Section 4.10 or Section 4.15the conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, respectivelyand including, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Reduction Notice (with respect to any Reduction Conversion) and any Mandatory Conversion Notice and ending with the effectiveness of such Optional ConversionNotice, as applicable, and (2y) in ending on, and including, the case of a corresponding Reduction Settlement Date (with respect to any Reduction) or Mandatory Conversion pursuant to Section 12.01(bDate, as applicable (the “Equity Conditions Measuring Period”), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own . The Equity Conditions are as follows: (as determined in accordance with Section 13(di) of the Exchange Act and the rules and regulations promulgated thereundereither (1) in excess of 9.99% of the outstanding all shares of Common Stock or otherwise be deemed to be an “affiliate” issuable upon conversion of the Notes and held by a non-Affiliate of the Company shall be eligible for purposes sale without the need for registration under any applicable federal or state securities laws or (2) a shelf registration statement registering the resale of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received issuable upon conversion of the Notes has been filed by the Company and been declared effective by the SEC or is automatically effective and is available for use, and the Company expects such conversion.shelf registration statement to remain effective and available for use from the applicable Reduction Date (with respect to any Reduction) or the Mandatory Conversion Date until thirty days following such date; (fii) At the request Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) to be delivered on such conversion is listed or traded on The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, or any of their respective successors (each, an “Eligible Market”) and shall not then be suspended from trading on such Eligible Market; (iii) at or prior to any HolderMandatory Conversion Settlement Date, for any Notes validly surrendered for conversion with an Early Conversion Date prior to the Mandatory Conversion Date in accordance with the terms of this Indenture, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” shall have delivered and paid the number of shares of Common Stock and the amount of cash due upon conversion of the Notes to the Holders in accordance with Section 11.01(a); (iv) shares of Common Stock to be issued upon conversion may be issued in full without violating the rules or regulations of The New York Stock Exchange or any other applicable Eligible Market on which the Common Stock delivered upon conversion is then listed or trading; and (v) no Event of Default shall have occurred and be continuing. For the avoidance of doubt, the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant may exercise its right to Section 12.01(a) or cause more than one Mandatory Conversion pursuant so long as any Notes are outstanding so long as it complies with the other requirements of this Section 11.01(d). If the Company exercises its right to Section 12.01(bcause a Mandatory Conversion in part, the Conversion Agent will select the Notes to be converted pro rata, by lot or by any other method the Conversion Agent in its sole discretion deems fair and appropriate (or, in the case of Notes represented by Global Notes, in such manner as The Depository Trust Company, a New York corporation (“DTC”) may require), in denominations of Original Principal Amount of $1,000 or any integral $1,000 multiple in excess thereof.

Conversion. 9.3.1 Subject to the provisions of this ARTICLE IX, the Securities shall be convertible (a) At any time following in whole or in part), at the receipt option of the Required Stockholder Approval Holder, into such number of fully paid and the effectiveness non-assessable shares of Common Stock as is determined by dividing (x) that portion of the Charter Amendment, Holders outstanding principal balance and accrued and unpaid interest on the portion of the Notes shall have outstanding principal balance that the right Holder elects to convert by (y) the Conversion Price then in effect on the date on which the Holder faxes a notice of conversion (the “Optional ConversionConversion Notice”), duly executed, to the Company (facsimile number (▇▇▇) their outstanding Notes▇▇▇-▇▇▇▇) (the “Voluntary Conversion Date”). 9.3.2 Subject to Section 9.2, at any time and from time to timeafter January 1, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption2010, the close Company may elect to cause all or a portion of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu Securities to convert into a number of fractional fully paid and nonassessable shares of Common Stock equal to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in accordance with Section 12.03); provided that any Holder effect on the date of Notes who would beneficially own such conversion by providing five (5) days prior written notice to the Trustee and Holders of such Mandatory Conversion Date. Any such conversion shall be made pro-rata amongst all Holders of Securities. As used herein, a “Mandatory Conversion Date” shall be a date on which the Daily VWAP equals or has exceeded $0.50 (as determined in accordance with Section 13(dappropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the Exchange Act ten (10) consecutive prior Trading Days ending on the Trading Day immediately prior to such date; provided, that the Equity Conditions shall have been satisfied and the rules Common Stock shall have been Tradable on each Trading Day during the period beginning on the first day of such ten (10) day period and regulations promulgated thereunder) in excess of 9.99% ending on the date of the outstanding delivery of such shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice pursuant to the Company prior to any such mandatory conversion. The Mandatory Conversion Rate Date and the Voluntary Conversion Date collectively are referred to in this Indenture as the “Conversion Date”; provided, however, that if such date is subject not a Trading Day, then the Conversion Date shall be deemed to adjustment be the next day that is a Trading Day. The Company shall publicly disclose the mandatory conversion of the Securities pursuant to Section 12.06. (b) Following the receipt this paragraph in a Form 8-K within one business day of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect date on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver which it delivers written notice to the Holders of the NotesSecurities, the Trustee and the Conversion Agent (if other than with a copy to the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) 9.3.3 In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant dispute as to Section 12.01(b), at any time beginning with the date determination of the Mandatory Conversion Event and ending 30 calendar days following Closing Price, Daily VWAP or the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) arithmetic calculation of the Exchange Act Conversion Price, any adjustment to the Conversion Price, liquidated damages amount, interest or dividend calculation, or any prepayment price, prepayment amount, adjusted Conversion Price, or similar calculation, or as to whether a subsequent issuance of securities is prohibited hereunder or would lead to an adjustment to the Conversion Price, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two (2) business days of receipt, or deemed receipt, of the Conversion Notice, any prepayment notice, default notice or other event giving rise to such dispute, as the case may be, to the Holders. If the Company and the rules and regulations promulgated thereunder) in excess Holders of 9.99at least 66-2/3% of the aggregate principal amount of then outstanding shares of Common Stock or otherwise be deemed Securities are unable to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange agree upon such conversiondetermination or calculation within two (2) business days of such disputed determination or arithmetic calculation being submitted to such Holders, then the Company will promptly enter into shall, within two (2) business days submit via facsimile (a) the disputed determination of the Closing Price or the Daily VWAP to an independent, reputable investment bank selected by the Company and approved by the Holders of at least 66-2/3% of the aggregate principal amount of then outstanding Securities, which approval shall not be unreasonably withheld, (b) the disputed arithmetic calculation of the Conversion Price, adjusted Conversion Price or any prepayment price, prepayment amount or default amount to the Company’s independent, outside accountant or (c) the disputed facts regarding whether a Registration Rights Agreement covering subsequent issuance of Securities is prohibited hereunder or would lead to an adjustment to the shares Conversion Price (or any of Common Stock received the other above described facts not expressly designated to the investment bank or accountant), to an expert attorney from a nationally recognized outside law firm (having at least one hundred (100) attorneys and having with no prior relationship with the Company) selected by the Company and approved by the Holders of at least 66-2/3% of the aggregate principal amount of then outstanding Securities ). The Company, at the Company’s expense, shall cause the investment bank, the accountant, the law firm, or other expert, as the case may be, to perform the determinations or calculations and notify the Company and the Holders of at least 66-2/3% of the aggregate principal amount of then outstanding Securities of the results no later than five (5) business days from the time it receives the disputed determinations or calculations. Such investment bank’s, accountant’s or attorney’s determination or calculation, as the case may be, shall be binding upon such conversion. (f) At all parties absent demonstrable error. The Company shall notify the request Trustee of any Holder, the Company will use its reasonable efforts to cooperate determination or calculation made in accordance with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to this Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)9.3.3.

Conversion. Subject to the provisions of the Indenture, unless ---------- previously redeemed, the Notes are convertible (a) At in denominations of (Euro)1.00 principal amount at maturity or integral multiples thereof), at the option of the holder thereof, into Capital Stock of the Company at any time after 365 days following the receipt Issue Date and prior to the maturity date. The number of shares of Capital Stock of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders Company ("Conversion Shares") issuable upon conversion of the Notes shall have is equal to the right convert principal amount of the Notes being converted (on the date of conversion) divided by (Euro)25.00, subject to adjustment as provided in the Indenture (the “Optional Conversion”"Conversion Ratio"). Except as described below, no adjustment will be made on conversion of any Notes for interest accrued thereon or for dividends paid on outstanding Capital Stock of the Company. If Notes not called for redemption are converted (including pursuant to the mandatory conversion feature described below) their outstanding Notes, at any time after a record date for the payment of interest and from time to time, on any Business Day, prior to the earliest next succeeding interest payment date, such Notes must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so converted. The Company is not required to issue fractional shares upon conversion of Notes (1including pursuant to the mandatory conversion feature described below) if applicableand, with respect in lieu thereof, will pay a cash adjustment based upon the Closing Price on the Neuer Markt of the Common Stock on the last Trading Day prior to a Note the day of conversion. In the case of Notes called for redemption, conversion rights will expire at the close of business on the Business Trading Day immediately next preceding the Redemption Date or (2) date fixed for redemption, unless the close Company defaults in payment of business the redemption price. In addition, if the closing price on the Business Day immediately preceding Neuer Markt of the Maturity DateCommon Stock during any period described below has exceeded the price for such period referred to below for at least 30 consecutive Trading Days ("Market Criteria," with the 30-day period being referred to as the "Market Criteria Period"), into Common Stockand the Conversion Shelf Registration Statement described in paragraph 2 hereof is effective and available, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount all of the Notes (plus cash in lieu will be automatically converted into that number of fractional shares Conversion Shares derived by application of the Conversion Ratio; provided, however, that if the Market Criteria is satisfied during the first year after the Closing Date, the conversion will not occur until the one-year anniversary of the Closing Date and will occur only if the closing price on the Neuer Markt of the Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own is at least (as determined in accordance with Section 13(d) Euro)32.00 on such date: Closing ----------- 12 Months Beginning Price ------------------- ----------- August 15, 1999 (Euro)32.00 August 15, 2000 (Euro)38.46 August 15, 2001 (Euro)44.92 August 15, 2002 (Euro)51.37 August 15, 2003 (Euro)57.83 The denominator of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate Ratio is subject to adjustment pursuant to as provided in Section 12.06. (b) Following the receipt 10.5 of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion EventIndenture. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. At the Effective Time of the Merger, each of the ------------------------ following transactions shall be deemed to occur simultaneously: (a) At any time following the receipt Each share of the Required Stockholder Approval and the effectiveness of the Charter AmendmentParent's common stock, Holders of the Notes shall have the right convert no par value (the “Optional Conversion”"Parent's Common Stock") their outstanding Notesissued and outstanding, at any time and from time to time, on any Business Day, immediately prior to the earliest Effective Time of (1) if applicablethe Merger shall, with respect to a Note called for redemption, by virtue of the close of business Merger and without any action on the Business Day immediately preceding part of the Redemption Date or holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of the Surviving Corporation's common stock, par value $0.0001 per share (2) the close of business on the Business Day immediately preceding the Maturity Date, into "Surviving Corporation's Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03"); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt Each share of the Required Stockholder Approval Parent's Series A Preferred Stock, no par value (the "Parent's Series A Preferred Stock") issued and outstanding, immediately prior to the effectiveness Effective Time of the Charter AmendmentMerger shall, by virtue of the Company shall convert Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of the Surviving Corporation's Series A Preferred Stock, par value $0.0001 per share (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”"Surviving Corporation's Series A Preferred Stock"). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease Each option to accrue on purchase shares of the Parent's Common Stock outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any Notes action on the date of occurrence part of the Optional Conversion or holder thereof, be converted into and become an option to purchase, upon the Mandatory Conversion (such datesame terms and conditions, the “Conversion Date”). The accrued number of shares of the Surviving Corporation's Common Stock, which is equal to the number of shares of the Parent's Common Stock that the optionee would have received had the optionee exercised such option in full immediately prior to the Effective Time of the Merger (whether or not such option was then exercisable) and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion the exercise price per share under each of said options shall be added equal to the principal amount exercise price per share thereunder immediately prior to the Effective Time of the Merger, unless otherwise provided in the instrument granting such Note being convertedoption. (d) If a Holder exercises its right Each warrant to require purchase shares of the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Parent's Common Stock only if it withdraws its election outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become a warrant to purchase, upon the same terms and conditions, the number of shares of the Surviving Corporation's Common Stock which is equal to the number of shares of the Parent's Common Stock that the warrant holder would have its Notes repurchased received had the warrant holder exercised such warrant in connection with full immediately prior to the Effective Time of the Merger (whether or not such Prepayment Offer or Change warrant was then exercisable) and the exercise price per share under each of Control Offersaid warrants shall be equal to the exercise price per share thereunder immediately prior to the Effective Time of the Merger, unless otherwise provided in the instrument granting such warrant. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date Each share of the provision Subsidiary's Common Stock issued and outstanding immediately prior to the Effective Time of the Optional Conversion Notice Merger and ending with held by the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at Parent shall be canceled without any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock consideration being issued or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionpaid therefor. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. The mode of carrying the merger into effect and the manner and basis of converting the shares of EPT into shares of the Surviving Corporation are as follows: At the Closing, by virtue of the Merger, EPT shall cancel and extinguish each share of EPT Common Stock issued and outstanding and held of record by the EPT Shareholders immediately prior to the Closing, other than any shares held by holders of Dissenting Shares, and, in consideration thereof, EED shall issue to each of the EPT Shareholders, on a pro rata basis, 5,100,000 fully paid and non-assessable shares of EED Common Stock. Immediately prior to the Merger, (a) At any time following the receipt there shall be 10,000,000 shares of the Required Stockholder Approval EPT Common Stock issued and the effectiveness of the Charter Amendment, Holders of the Notes outstanding and (b) EED shall have the right convert effect a reverse stock split (the “Optional Conversion”"Stock Split") their so that the 1,019,000 shares of EED Common Stock issued and outstanding Notes, at any time and from time to time, on any Business Day, immediately prior to the earliest of (1) if applicable, with respect Effective Date shall be converted to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional 500,000 shares of EED Common Stock issued and outstanding, of which 53,729 shares shall be owned by PageOne Business Productions LLC. The EED Common Stock to be issued pursuant hereto shall be issued to the holders of EPT Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined exchange for their shares on a pro rata basis in accordance with Section 13(d) each holder's relative ownership of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of EPT Common Stock that is being exchanged. EPT represents that there are no outstanding warrants to purchase any capital stock of EPT but there is an outstanding debenture which allows the holders thereof, upon conversion the occurrence of certain events, to convert the indebtedness evidenced by such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes debenture into a certain number of shares of EPT (or its successor), as more fully set forth in Section 15 hereof. Fractional shares of EED Common shall not be issued, but in lieu thereof EED shall round up fractional shares to the next highest whole number. The shares of EED Common Stock per $1,000 principal amount of Notes equal to be issued in exchange for EPT Common Stock hereunder shall be proportionately reduced by any shares owned by EPT shareholders who shall have timely objected to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days merger (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee"Dissenting Shares") (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15the provisions of the General Corporation Law of Delaware, respectively, such Holder may convert its Notes into which objections will be dealt with as provided in those sections. Each share of EPT Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning is issued and outstanding and owned by EPT on the date Merger Date shall, by virtue of the provision merger and without any action on the part of EED, be retired and canceled. After giving effect to the Stock Split, each certificate evidencing ownership of shares of EED Common Stock issued and outstanding on the Merger Date or held by EED in its treasury, of which there are none, shall continue to evidence ownership of the Optional Conversion Notice and ending with the effectiveness same number of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of EED Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionStock. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the 6.1 The Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, to be converted into fully paid Shares at any time up to and from time to time, on any including the Final Maturity Date (or if such day is not a Business Day, on the immediately following Business Day) on any of the following events prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Final Maturity Date, into Common Stock, at : 6.1.1 by submitting a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice Notice to the Company Issuer not less than fifteen (15) Business Days' prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (a) 30 September 2024 and/or (b) Following the receipt final day of each subsequent Quarter, while any Notes remain outstanding, at the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to Noteholder’s option at the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for Price; 6.1.2 at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes Price on the date of occurrence of the Optional Conversion or the Mandatory Conversion that a relevant Offer (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant Takeover Offer) is declared, or becomes, unconditional or (in the case of a Scheme) becomes effective unless an equivalent offer is made to Section 12.01(bNoteholders by the offeror in accordance with Rule 15 of the Takeover Code (which date can be adjusted by written agreement between the Issuer and each Noteholder); or 6.1.3 on an Equity Issue, at the Noteholder’s option at the Equity Issue Price, each a “Conversion Event”. 6.2 Conversion may occur in whole or in parts of no less than £25,000 of Notes (or less if it represents a Noteholder’s entire holding of Notes). 6.3 The occurrence of a Conversion Event shall be without prejudice to any time beginning with Noteholder’s right to payment of any accrued but unpaid interest and any unpaid Redemption Premium arising under Condition 5.2. 6.4 If and when a Conversion Event under Condition 6.1 occurs, the date Issuer shall give Noteholders not less than 15 clear Business Days' prior written notice of the Mandatory Equity Issue specifying the terms of the Equity Issue and the Conversion Date. If the Issuer has given notice to Noteholders of a proposed Conversion Event and ending 30 calendar days following it becomes apparent to the effectiveness Issuer that the Conversion Event is not after all to take effect, the Issuer shall promptly give notice to the Noteholders to that effect. 6.5 Subject to early redemption of such conversion, that such Holder will beneficially own (as determined whole or part of the Notes in accordance with Section 13(d) Condition 5 and Condition 6.1 above, any or all of the Exchange Act and Notes held by the rules and regulations promulgated thereunder) Noteholder which remain outstanding may be converted into fully paid Shares by the Noteholder serving upon the Issuer a Conversion Notice. 6.6 The Conversion Notice shall: 6.6.1 specify the nominal amount of Notes held by it in excess respect of 9.99% which the Noteholder wishes to exercise its right for the conversion of the outstanding shares Notes into fully paid Shares; 6.6.2 be duly completed and signed by the Noteholder; and 6.6.3 be accompanied by a copy of Common Stock or otherwise be deemed the certificate representing the Notes to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionconverted. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. Subject to the procedures set forth in the Indenture, a Holder may convert Notes into Common Stock of the Company at any time on or before the close of business on March 15, 2023 if at least one of the following conditions is satisfied on the Conversion Date: (a) At any time following the receipt average of the Required Stockholder Approval and Sale Prices for the effectiveness of Common Stock for the Charter Amendment20 Trading Days immediately prior to the Conversion Date equals or exceeds the amount equal to the Specified Percentage on such date multiplied by $1,000, Holders of divided by the Conversion Rate; (b) the credit ratings assigned to the Notes shall by any two of Moody's Investors Service, Inc., Standard & Poor's Ratings Services o▇ ▇▇▇▇▇ Ratings are lower than Ba2, BB and BB, respectively; (c) the Notes no longer are assigned credit ratings by at least two of Moody's Investors Services, Inc., Standard & Poor's Ratings Services ▇▇ ▇▇▇▇h Ratings; (d) the Notes have been called for redemption by the right Company, in which case a Holder may convert (the “Optional Conversion”) their outstanding Notes, Notes into Common Stock at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately prior to the Redemption Date; (e) the Company becomes a party to a consolidation, merger or binding share exchange pursuant to which the Common Stock would be converted into cash or property (other than securities), in which case a Holder may surrender Notes for conversion at any time from and after the date which is 15 days prior to the anticipated effective date for the transaction until 15 days after the actual effective date of such transaction; or (f) the Company elects to (i) distribute to all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value as determined by the Company's Board of Directors exceeding 15% of the Sale Price of the Common Stock on the day preceding the Redemption Date declaration date for such distribution or (2ii) distribute to all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the date of such distribution, Common Stock at less than the Sale Price at the time of such distribution. In the case of the foregoing clauses (i) and (ii), the Company must notify the Holders at least 20 Business Days prior to the ex-dividend date for such distribution. Once the Company has given such notice, Holders may surrender their Notes for conversion at any time thereafter until the earlier of the close of business on the Business Day immediately preceding prior to the Maturity Date, into Common Stock, at ex-dividend date or the Company's announcement that such distribution will not take place. The ex-dividend date is the first date upon which a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount sale of the Notes (plus cash in lieu of fractional shares of Common Stock does not automatically transfer the right to receive the relevant dividend from the seller of the Common Stock to its buyer. Notes in respect of which a Holder has delivered a notice of exercise of the option to require the Company to purchase such Notes pursuant to Sections 2.03 or 2.04 may be converted only if the notice of exercise is withdrawn in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) the terms of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversionIndenture. The initial Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of 80.5153 shares of Common Stock per $1,000 principal amount Principal Amount, subject to adjustment in certain events described in the Indenture. The Company shall deliver cash or a check in lieu of any fractional share of Common Stock. Holders of Notes at the close of business on a Regular Record Date will receive payment of interest payable on the corresponding Interest Payment Date notwithstanding the conversion of such Notes at any time after the close of business on such Regular Record Date. Holders of Notes at the close of business on a Contingent Interest Record Date will receive payment of contingent interest payable on the corresponding Interest Payment Date for such contingent interest notwithstanding the conversion of such Notes at any time after the close of business on such Contingent Interest Record Date. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (except for Notes in respect of which a Redemption Date has been declared that falls within this period or on such Interest Payment Date) must be accompanied by payment of an amount equal to the interest that the Holder is to receive on the Notes. If the Company is required to pay contingent interest, Notes surrendered for conversion during the period from the close of business on the Contingent Interest Record Date for such contingent interest to the opening of business on the Interest Payment Date for such contingent interest (except for Notes in respect of which a Redemption Date has been declared that falls within this period or on such Interest Payment Date for such contingent interest) must be accompanied by payment of an amount equal to such contingent interest that the Holder is to receive. Except where Notes surrendered for conversion must be accompanied by payment as described above, no interest or contingent interest on converted Notes will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert the Notes a Holder must (1) complete and manually sign the irrevocable conversion notice on the back of the Notes (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Rate then Agent at the office maintained by the Conversion Agent for such purpose, (2) surrender the Notes to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of the Notes only if the Principal Amount of such portion is $1,000 or a multiple of $1,000. No payment or adjustment shall be made for dividends on the Common Stock except as provided in effect the Indenture. On conversion of the Notes, that portion of accrued and unpaid interest attributable to the period from the Issue Date to the Conversion Date and accrued and unpaid contingent interest with respect to the converted portion of the Notes shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (plus together with any cash payment in lieu of fractional shares) if in exchange for the Daily VWAP portion of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount terms hereof; and the Fair Market Value of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise (together with any such cash payment in lieu of fractional shares) shall be deemed treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date and accrued and unpaid contingent interest, and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment) shall be an “affiliate” treated as issued in exchange for the Principal Amount of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion Notes being converted pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)the provisions hereof.

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment1 A Holder is entitled, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notesat its option, at any time and from time to timeon or after the close of business on January 1, on any Business Day1998, prior to the earliest of (1) if applicable, with respect to or in case a Note Debenture is called for redemption by the Company, or the Holder elects to have such Debenture redeemed by the Company pursuant to Section 3(c), then in respect of such Debenture until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day immediately date that is 5 days (or if such day is a non-business day as described in Section 10 in New York City, then the next business day) preceding the Redemption Date or (2) date fixed for redemption, to convert such Debenture into the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, Reserved Post Recoupment Percentage Interest at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 price equal to an outstanding aggregate unpaid principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Debentures held by such Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) by surrender of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentDebenture, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion Debenture submitted for redemption pursuant to Section 12.01(b3(c), at any time beginning satisfactory evidence of such submission, together with the date conversion notice hereon duly executed at the office of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of Company. Upon any such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such establish a capital account for the Holder to confirm with brokers that such Holder will not be an “affiliate” in the amount of the Company for purposes aggregate unpaid principal amount of the Securities Act and/or Debenture converted by the Exchange Act Holder and including all unpaid and accrued interest, and the amount of the aggregate principal amount of the Debenture converted by the Holder shall thereupon become the Holder's Preferred Partner's Preferred Capital Amount under the Partnership Agreement and the amount of the unpaid and accrued interest on the Debenture converted by the Holder, if any, shall thereupon be included as the Preferred Partner's Aggregate Preference Amount in the determination of the Holder's Preferred Partner's Unrecovered Preferred Capital Amount going forward in the Partnership. Notwithstanding the preceding sentence of this Section 4(a) and the first sentence of Section 4(b), at its sole option upon any Optional Conversion pursuant such conversion, the Company may establish for the Holder a Preferred Partner's Unrecovered Preferred Capital Amount equal to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)the outstanding principal balance of this Debenture together with unpaid and accrued interest in lieu of paying interest thereon.

Conversion. (a) At any time following 7.1 The Lender shall be entitled to convert the receipt of Loan into Conversion Shares on the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert terms set out below (the “Optional ConversionConversion Right”) their outstanding Notes). 7.2 Subject to Clause 7.1, the Conversion Right can be exercised at any time for the period commencing on the date hereof and from time to timeending on 23rd March 2019 (“Conversion Period”), in full and not in part, by the Lender serving a Conversion Notice on any Business Daythe Company. A Conversion Notice, prior to once received by the earliest Company, shall be irrevocable. 7.3 For the purposes of (1) if applicable, with respect to a Note called for redemptionClauses 7.1 and 7.2, the close of business on Conversion Shares shall be calculated as follows: (i) in the event that the Conversion Right is exercised within 7 Business Day Days immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding following the Maturity Date, into Common Stock, at a conversion rate (it shall result in the “Lender being issued the Conversion Rate”) Shares based on the share price of 81.2 shares USD0.50 per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06Share. (bii) Following in the event that the Conversion Right is exercised after the Maturity Date but within 7 Business Days immediately following the Extended Maturity Date, it shall result in the Lender being issued the Conversion Shares based on the share price of USD0.60 per Share. 7.4 Upon receipt by the Company of the Required Stockholder Approval Conversion Notice and its enclosures, in each case duly executed by the effectiveness of the Charter AmendmentLender: (i) Rebel Group shall allot and issue, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal on or prior to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading date falling 10 Business Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on after the date of occurrence of the Optional Conversion or the Mandatory Conversion Notice (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional , in favour of the Lender the Conversion or Mandatory Conversion Shares; and (ii) the Lender shall be added deemed to have applied and subscribed for the Conversion Shares at a total consideration equal to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date sum of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional ConversionLoan, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise Loan shall be deemed to be an “affiliate” fully discharged and released simultaneously upon the allotment of the Company for purposes of Conversion Shares to the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionLender. (f) At 7.5 On the request of any HolderConversion Date, the Company will use its reasonable efforts shall deliver to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” the Lender the following: (i) the definitive share certificate in respect of the Company for purposes Conversion Shares (credited as fully paid-up); and (ii) a certified true copy of the Securities Act and/or updated register of members of Rebel Group with the Exchange Act upon any Optional Lender’s name entered thereon as a member of Rebel Group in respect of the Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)Shares.

Conversion. (a) At any time following the receipt From and after January 1, 2006, all, but not less than all, of the Required Stockholder Approval outstanding principal amount of this Note together with interest accrued thereon through and including the effective date of such conversion, is convertible, at the option of Company, into shares of common stock of the Company ("Common Stock") at a price of forty cents ($.40) per share (the "Conversion Price"), subject to adjustment pursuant to the terms and provision hereof (as so adjusted, the "Conversion Price"), provided that on the day that the Conversion Notice (as hereinafter defined) is given by the Company to the Holder and on the Conversion Date (as hereinafter defined), the following conditions are satisfied: (i) (A) the shares of Common Stock issuable upon conversion have been registered by the Company for resale by the Holder pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the effectiveness registration statement effecting such registration (the "Registration Statement") is then currently effective or (B) there is available an exemption that would permit such shares of Common Stock to be immediately resold by the Holder; and (ii) any lock-up agreement entered into by the Holder in favor of or at the request of the Charter Amendment, Company has expired or been waived. Any notice of conversion ("Conversion Notice") must be given by the Company to all Holders of the Notes shall have the right convert record of this Note no less than thirty (the “Optional Conversion”30) their outstanding Notes, at any time and from time to time, on any Business Day, days nor more than forty-five (45) days prior to the earliest date set forth for conversion (the "Conversion Date"). The Conversion Notice shall remain effective only if the Registration Statement remains effective continually throughout the notice period or counsel for the Company does not revoke its opinion as to the availability of (1) if applicable, with respect to a Note called for redemptionan exemption permitting immediate resale of the Common Stock. On the Conversion Date, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 outstanding principal amount of this Note, and all interest accrued thereon through and including the Notes Conversion Date, shall automatically and without further notice be deemed converted into shares of Common Stock at the Conversion Price then in effect and not later than three (plus 3) business days after the presentation of this Note, the Company will deliver to the Holder a certificate or certificates representing the number of shares of Common Stock into which the then-outstanding principal amount of and interest accrued on this Note was converted on the Conversion Date, together with cash in lieu of fractional shares of Common Stock in accordance with pursuant to Section 12.03); provided that 1(e) hereof, if applicable. (b) From and after the earlier of (i) January 1, 2007, and (ii) the first date on which the Company intends to effect any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) capital reorganization of the Exchange Company, any reclassification or recapitalization of the capital stock of the Company, any merger, consolidation or other combination of the Company with or into any other Company, or any sale or transfer of all or substantially all the assets of the Company to any other person or any voluntary or involuntary dissolution, liquidation or winding up of the Company, all, but not less than all, of the outstanding principal amount of this Note together with interest accrued thereon through and including the effective date of such conversion, is convertible, at the option of the Holder, into shares of Common Stock at the Conversion Price. To effect such conversion, the Holder shall deliver this Note with a duly executed Conversion Notice in the form annexed hereto to the Company at the address set forth herein. For purposes of a conversion by the Holder, the date upon which a Conversion Notice is received by the Company is referred to as the Conversion Date. On the Conversion Date, the outstanding principal amount of this Note, and all interest accrued thereon through and including the Conversion Date, shall automatically and without further notice be deemed converted into shares of Common Stock at the Conversion Price then in effect and not later than three (3) business days after the presentation of this Note, the Company will deliver to the Holder a certificate or certificates representing the number of shares of Common Stock into which the then-outstanding principal amount of and interest accrued on this Note was converted on the Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 1(e) hereof, if applicable. (c) Upon request of the Company the Holder shall cooperate in the registration under the Securities Act of the Common Stock issuable hereunder by complying with its obligations under the Registration Rights Provisions annexed hereto as Exhibit A (the "Registration Rights Provisions"). (d) Subject to the provisions of this Section 1(d) and 1(e), the rules number of shares of Common Stock issuable upon conversion of this Note shall be the entire principal amount of this Note together with all accrued but unpaid interest thereon through and regulations promulgated thereunderincluding the Conversion Date, divided by the Conversion Price then in effect. (i) If the Common Stock issuable upon conversion of the principal amount of this Note shall be changed into the same or a different number of shares of any other class or classes of stock or other equity security, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for below or a merger or consolidation as provided for below) then, concurrently with the effectiveness of such reorganization, recapitalization or other similar transaction, the securities issuable upon conversion of this Note shall be adjusted such that this Note shall be convertible into, in excess lieu of 9.99% the number of shares of Common Stock that the Holders would otherwise be entitled to receive, a number of shares of such other class or classes of stock or other equity security equivalent to the number of shares of such class or classes that would have been issued to the Holders had they converted this Note immediately prior to such change and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this Section. The Conversion Price upon such conversion shall be the Conversion Price that would otherwise be in effect pursuant to the terms hereof. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization reclassification or other similar transactions unless prior to the consummation thereof, the entity that may be required to deliver stock upon the conversion of this Note shall agree by an instrument in writing to deliver such stock, cash, or other equity security to the Holder. (ii) If the Company at any time or from time to time makes or fixes a record date for the determination of holders of Common Stock entitled to receive any distributions payable in securities of the Company other than shares of Common Stock and as otherwise adjusted in this Section, then and in such event provision shall be made so that the Holder receives upon conversion hereof, in addition to the number of shares of Common Stock receivable, the amount of securities of the Company that he would have received had this Note been converted into Common Stock on the date of such event and had he thereafter, during the period from the date of such event to and including the date of conversion, retained such securities receivable as aforesaid during such period, subject to all other adjustments called for during such period under this Section. (iii) In case the Company at any time or from time to time after the date hereof shall (a) declare or pay any dividend on the Common Stock payable in shares of Common Stock, (b) subdivide the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a greater number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of combine the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering smaller number of shares of Common Stock, then, and in each such case, the Conversion Price shall be adjusted to that price determined by multiplying the Conversion Price in effect by a fraction (x) the numerator of which shall be the number of issued and outstanding shares of Common Stock immediately before such dividend, distribution, subdivision or combination and (y) the denominator of which shall be the total number of issued and outstanding shares of Common Stock immediately after such dividend, distribution, subdivision or combination. Upon such adjustment of the Conversion Price, the number of shares of Common Stock issuable upon conversion of this Note shall be increased (in the case of a reduction in the Conversion Price) or decreased (in the case of an increase in the Conversion Price) proportionately. (iv) If the Company shall merge, consolidate or otherwise combine with or into another entity, this Note shall automatically become convertible into the same kind and number of shares of stock and other securities, cash or property (and upon the same terms and with the same rights) as would have been received by a holder of the number of shares of Common Stock into which this Note could have been converted immediately prior to such merger, consolidation or combination, without change to the Conversion Price. Notwithstanding anything herein to the contrary, the Company will not effect any such merger, consolidation or combination, unless prior to consummation thereof, the entity that may be required to deliver stock, cash, securities or other assets upon the conversion of this Note shall agree by an instrument in writing to deliver such conversionstock, cash, securities or other assets to the Holder. (e) Upon a conversion hereunder, the Company shall not be required to issue fractional shares of Common Stock or scrip representing fractional shares of Common Stock. In lieu thereof, the Company may, if otherwise permitted, make a cash payment in respect of any fractional share based on the Conversion Price at such time. No cash payment of less than $1.00 shall be required to be given unless specifically requested by the Holder. If the Company elects not, or is unable, to make such a cash payment, the Holder shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock. (f) At The issuance of certificates for shares of Common Stock on conversion of this Note shall be made without charge to the request holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any Holdertransfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (g) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of this Note and the Convertible Promissory Note issued to Dario Peragallo pursuant to the Stock Purchase Agreement (the "Peragal▇▇ ▇▇▇▇"), ▇▇▇▇ number of its shares of Common Stock as shall f▇▇▇ ▇▇▇▇ to time be sufficient to effect the conversion of this Note and the Peragallo Note; and if at any time the number of authorized but unissu▇▇ ▇▇▇▇▇▇ of Common Stock shall not be sufficient to effect the conversion of this Note and the Peragallo Note, the Company will use promptly take such corporate action a▇ ▇▇▇, ▇▇ the opinion of its reasonable efforts counsel, be necessary to cooperate increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. (h) In each case of an adjustment or readjustment of the Conversion Price or the number of shares of Common Stock or other securities issuable upon conversion of this Note, the Company, at its own expense, shall cause its Chief Financial Officer to compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such Holder adjustment or readjustment, and shall send such certificate, by prepaid courier, to confirm with brokers that the Holder. The certificate shall set forth such Holder will adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based. No adjustment in the Conversion Price shall be required to be made unless it would result in an increase or decrease of at least one cent, but any adjustments not made because of this sentence shall be an “affiliate” carried forward and taken into account in any subsequent adjustment otherwise required hereunder. (i) Upon (i) the establishment by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any merger, consolidation or other combination of the Company for purposes with or into any other Company, or any sale or transfer of all or substantially all the assets of the Securities Act and/or Company to any other person or any voluntary or involuntary dissolution, liquidation or winding up of the Exchange Act Company, the Company shall send to the Holder at least twenty days prior to the record date specified therein a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up. (j) The Company shall not amend its Certificate of Incorporation or participate in any Optional Conversion pursuant reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action for the purpose of avoiding or seeking to Section 12.01(a) avoid the observance or Mandatory Conversion pursuant performance of any of the terms to Section 12.01(b)be observed or performed hereunder by the Company, but shall at all times in good faith assist in carrying out all such action as may be reasonably necessary or appropriate in order to protect the conversion rights of the Holders of this Note against dilution or other impairment as provided herein.

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes The Securityholders shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time on or after ________, 2002 and from time to time, on any Business Day, prior to the earliest of (1) if applicable5:00 pm, with respect to a Note called for redemptionNew York, the close of business New York time on the Business Day immediately preceding the Redemption Date date of repayment of such Trust Securities, whether at maturity or upon redemption (2either at the option of the Depositor or pursuant to a Tax Event, an Investment Company Event or a Capital Treatment Event), at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the converting Holders, into shares of the Common Stock in the manner described herein on and subject to the following terms and conditions: (a) The Trust Securities shall be convertible at the close office of business the Conversion Agent into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures theretofore held by the Trust on the Business Day basis of one Trust Security per $10 principal amount of Debentures, and immediately preceding convert such amount of Debentures into fully paid and nonassessable shares of Common Stock of the Maturity DateDepositor at an initial conversion rate of __________ shares of Common Stock per $10 principal amount of Debentures (which is equivalent to an initial conversion price of $__________ per share of Common Stock), subject to certain adjustments set forth in the terms of the Debentures (as so adjusted, the "Conversion Ratio"). The number of shares issuable upon conversion of the principal amount of Debentures shall be determined by dividing such principal amount by __ and multiplying the quotient so obtained by the Conversion Ratio. (b) In order to convert Trust Securities into Common Stock, at a conversion rate the Holder must submit to the Conversion Agent an irrevocable request to convert Trust Securities on behalf of such Holder (the “"Conversion Rate”Request"), together, if the Trust Securities are in certificated form, with such Trust Security Certificates. The Conversion Request shall (i) set forth the number of 81.2 Trust Securities to be converted and the name or names, if other than the Holder, in which the shares per $1,000 of Common Stock should be issued, and (ii) direct the Conversion Agent (A) to exchange such Trust Securities for a portion of the Debentures held by the Trust (at the rate of exchange specified in Section 402A(a) hereof), and (B) to immediately convert such Debentures on behalf of such Holder into Common Stock (at the Conversion Ratio specified in Section 402A(a) hereof. The Conversion Agent shall notify the Trust of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Trust and the Property Trustee on behalf of the Trust shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section 402A. The Conversion Agent shall thereupon notify the Notes Depositor of the Holder's election to convert such Debentures into shares of Common Stock. (plus c) Accrued Distributions shall not be paid on Preferred Securities that are converted into Common Stock, nor shall any payment, allowance or adjustment be made for accumulated and unpaid Distributions, whether or not in arrears, on converted Preferred Securities, except that if any Preferred Security is converted (i) on or after a record date for payment of Distributions thereon and prior to the related Distribution Date, the amount of the Distributions payable on the related Distribution Date with respect to such Preferred Security shall be paid by the converting Holder to the Trust and the Distributions payable on the related Distribution Date with respect to such Preferred Security shall be distributed to the Holder on such record date, despite such conversion, and (ii) during an Extended Interest Payment Period and after the Property Trustee mails a notice of redemption with respect to the Preferred Securities that are to be converted, accrued and unpaid Distributions through the Redemption Date of the Debentures shall be distributed to the Holder who converts such Preferred Securities, which Distribution shall be made on the Redemption Date fixed for redemption. Except as provided above, neither the Trust nor the Depositor shall make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions accrued on the Trust Securities (including any Additional Amount) surrendered for conversion, or on account of any accumulated and unpaid dividends, if any, on the shares of Common Stock issued upon such conversion. The Depositor shall make no payment or allowance for distributions on the shares of Common Stock issued upon such conversion, except to the extent that such shares of Common Stock are held of record on the record date for any such distributions and except as provided in Section 4.9 of the Indenture. Trust Securities shall be deemed to have been converted immediately prior to 5:00 p.m., New York, New York time on the day on which a Conversion Request relating to such Trust Securities is received by the Trust in accordance with the foregoing provisions of this Section 402A (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of fractional any fraction of any share to the Person or Persons entitled to receive the same as provided in Section 402A(e) hereof, unless otherwise directed by the Holder in the Conversion Request, and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (d) Each Holder of a Trust Security by his acceptance thereof appoints the Bank (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section 402A. In effecting the conversion and transactions described in this Section 402A, the Conversion Agent shall be acting as agent of the Securityholders directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities with this Section 402A, and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section 12.03); provided that 402A and to deliver to the Trust a new Debenture or Debentures for any Holder of Notes who would beneficially own resulting unconverted principal amount. (as determined in accordance with Section 13(de) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding No fractional shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice issued as a result of conversion, but in lieu thereof, such fractional interest shall be paid in cash (based on the last reported sale price of the common Stock on the Conversion Date) by the Depositor to the Company prior Trust, which in turn shall make such payment to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06the Holder or Holders of Trust Securities so converted. (bf) Following The Depositor shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the receipt conversion of the Required Stockholder Approval and the effectiveness of the Charter AmendmentDebentures, the Company shall convert (the “Mandatory Conversion”) free from any outstanding Notes into a preemptive or other similar rights, such number of shares of Common Stock per $1,000 principal amount as shall from time to time be issuable upon the conversion of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP all of the Common Stock exceeds or is equal to Debentures then outstanding. Notwithstanding the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Eventforegoing, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion Depositor shall be added entitled to the principal amount deliver, upon conversion of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15Debentures, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” reacquired and held in the treasury of the Company for purposes Depositor (in lieu of the Securities Act and/or issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Any shares of Common Stock issued upon conversion of the Exchange upon such conversionDebentures shall be duly authorized, then the Company will promptly enter into a Registration Rights Agreement covering validly issued, fully paid and nonassessable. The Trust shall deliver the shares of Common Stock of the Depositor received upon conversion of the Debentures to the converting Holder free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes. Each of the Depositor and the Trust shall prepare and shall use its best efforts to obtain and keep in force such conversiongovernmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of the Common Stock (and all requirements to list the Common Stock issuable upon conversion of Debentures that are at the time applicable), in order to enable the Depositor to lawfully issue Common Stock to the Trust upon conversion of the Debentures and the Trust to lawfully deliver the Common Stock to each Holder upon conversion of the Trust Securities. (fg) At The Depositor shall pay any and all taxes that may be payable in respect of the request issue or delivery of shares of Common Stock on conversion of Debentures and the delivery of the shares of Common Stock by the Trust upon conversion of the Trust Securities. The Depositor shall not, however, be required to pay any tax that may be payable in respect of any Holdertransfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the Trust Securities so converted were registered, and no such issue or deliver shall be made unless and until the Company will use its reasonable efforts person requesting such issue has paid to cooperate with the Trust the amount of any such Holder tax or has established to confirm with brokers that such Holder will not be an “affiliate” the satisfaction of the Company for purposes Trust that has been paid. (h) Nothing in this Section 402A shall limit the requirements of the Securities Act and/or the Exchange Act upon any Optional Conversion Trust to withhold taxes pursuant to Section 12.01(a) the terms of the Trust Securities or Mandatory Conversion pursuant as set forth in this Trust Agreement or otherwise require the Property Trustee or the Trust to Section 12.01(b)pay any amount on account of such withholdings.

Conversion. (a) At any time following Exhibit I to Annex H attached to the receipt Agreement dated December 22, 1995 and entered into between the Company and Banca del Gottardo, which is available for inspection at the Head Office in Lugano of Banca del Gottardo, as Conversion Agent for the Required Stockholder Approval and the effectiveness of the Charter AmendmentNotes, Holders contains full provisions relevant to conversion of the Notes into freely transferable Shares of Common Stock which are duly registered under the 1933 Securities Act. The following is a summary of such provisions: The conversion price will be fixed on March 29, 1996 whereby such conversion price shall have be the right convert equivalent of the average of the closing prices during the period from March 14 to March 29, 1996, but shall in any event not be higher than (i) 120% of the “Optional Conversion”average of the closing prices of the shares of Common Stock during the period from December 19 to 29, 1995, or (ii) their outstanding NotesUSD 4.75 per share of Common Stock, whichever is lower (Such price hereinafter called the "Conversion Price"). The holder of 10 Notes or more will be entitled at any time on and from time after May 1, 1996 up to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on December 31, 2000, subject to prior redemption, to convert the Business Day immediately preceding Notes, at the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Dateprincipal amount thereof, into Common Stockfreely transferable and non-restricted (such non-restriction being subject to the effectiveness of a registration statement under the U.S. securities laws covering such common stock, at a conversion rate (the “Conversion Rate”if required,) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and Company, at the rules and regulations promulgated thereunder) in excess Conversion Price, subject to adjustment as described below. No payment or adjustment will be made on conversion of 9.99% any Note for interest accrued thereon or dividends on any Common Stock issued, except that accrued interest will be paid on the conversion of any Note which has been called for redemption prior to the outstanding conversion date. The Company is not required to issue fractional shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendmentand, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if thereof, will pay a cash adjustment based upon the Daily VWAP market price of the Common Stock exceeds or is equal on the last trading day prior to the Threshold Price in effect on each applicable Trading Day date of conversion. In the case of Notes called for redemption, conversion rights will expire at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open close of business on the second fifth business day following such Mandatory Conversion Event, which notice shall specify that prior to the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any redemption date. Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant may be presented for conversion only to an Optional Conversion or Mandatory Conversion shall be added to office of Banca del Gottardo outside the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice United States and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder Banca del Gottardo will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of deliver Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock other consideration received upon such conversionconversion only to an account or address outside the United States. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. Subject to Section 1 hereof, the Holder may convert this Warrant (a) At any time following the receipt "Conversion Right"), in whole or in part, into the number of shares of Common Stock of the Required Stockholder Approval and Company calculated pursuant to the effectiveness following formula by surrendering this Warrant (with the notice of exercise form attached hereto as Exhibit 1 duly executed) at the principal office of the Charter Amendment, Holders Company specifying the number of shares of Common Stock of the Notes shall have Company, the right convert rights to purchase which the Holder desires to convert: X = Y (A - B) -------- A where: X = the “Optional Conversion”) their outstanding Notes, at any time and from time number of shares of Common Stock to time, on any Business Day, prior be issued to the earliest Holder; Y = the number of (1) if applicableshares of Common Stock subject to this Warrant for which the Conversion Right is being exercised; A = the fair market value of one share of Common Stock; B = the Warrant Price. As used herein, the fair market value of a share of Common Stock shall mean, with respect to each share of Common Stock, the closing price per share of the Company's Common Stock on the principal national securities exchange on which the Common Stock is then listed or admitted to trading or, if not then listed or admitted to trading on any such exchange, on the NASDAQ National Market System, or if not then listed or traded on any such exchange or system, the mean of the bid and asked price per share on NASDAQ Small-Cap Market or in the sole discretion of a Note called majority of the Board of Directors of the Company, any other over-the-counter market, including the OTC Bulletin Board, which reports bid, asked and last sale prices and volume of sales (approval of which will not be unreasonably withheld by such directors), averaged over the 10 trading days consisting of the day as of which the current fair market value of Common Stock is being determined and the 9 consecutive business days prior to such day. If at any time such quotations are not available, the current fair market value of a share of Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for redemptionshares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors of the Company, unless (i) the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the current fair market value of a share of Common Stock shall be deemed to be the value received by the holders of the Company's Common Stock for each share of Common Stock pursuant to the Company's acquisition; or (ii) the Holder shall exercise its Conversion Right to purchase such shares within 15 days prior to the closing date of the initial underwritten public offering of the Company's Common Stock pursuant to a registration statement filed under the Act, in which case, the fair market value of a share of Common Stock shall be the price per share at which all registered shares are sold to the public in such offering. The Company agrees that the shares so converted shall be deemed to be issued to the holder hereof as the record owner of such shares as of the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business date on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (which this Warrant shall have been surrendered as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversionaforesaid. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that of any Holder notified the Company (1) in the case conversion of an Optional Conversion pursuant to Section 12.01(a)this Warrant, at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company certificates for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At stock so converted shall be delivered to the request of any Holderholder hereof within 15 days thereafter and, unless this Warrant has been fully converted or expired, a new Warrant representing the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” portion of the Company for purposes of shares, if any, with respect to which this Warrant shall not then have been converted, shall also be issued to the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)holder hereof within such 15 day period.

Conversion. (a) At any time following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, Each Borrower may on any Business DayDay (so long as no ---------- Default or Event of Default has occurred and is continuing) pursuant to a Notice of Conversion given to the Agent, and subject to the provisions of Section ------- 4.14(c), convert the entire amount of or a portion of all Prime Rate Loans made ------- to or for the account of the Borrower into Eurodollar Rate Loans; provided, -------- however, that, upon conversion of any Prime Rate Loans into Eurodollar Rate ------- Loans, the Borrower shall pay accrued interest to the date of conversion on the principal amount converted. Each such Notice of Conversion shall be given not later than 1:00 P.M. New York City time on the third Business Day prior to the earliest date of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, any proposed conversion into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice Eurodollar Rate Loans. Subject to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt restrictions specified above, each Notice of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer by telephone or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversionfacsimile transmission, and if by telephone, promptly confirmed in writing, in each case specifying (2i) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the requested date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(dii) the aggregate amount of Loans to be converted and (iii) the duration of the Exchange Act and Interest Period of such Loan. Borrowings of Eurodollar Rate Loans on the rules and regulations promulgated thereunder) same Business Day shall be in an aggregate principal amount for all Borrowers requesting that Loans be made or continued as, or converted into, Eurodollar Rate Loans with the same Interest Period on such Business Day of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Borrowings of 9.99% Prime Rate Loans (other than Agent Advances) on the same Business Day shall be in an aggregate principal amount for all Borrowers requesting that Loans be made as, or converted into, Prime Rate Loans on such Business Day of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof. Subject to the outstanding shares foregoing limits, each Borrower may request one or more Borrowings of Common Stock or otherwise Prime Rate Loans on the same Business Day, but may request only one Borrowing of Eurodollar Rate Loans (excluding continuations of Eurodollar Rate Loans) for any Business Day (which shall be deemed funded simultaneously with all Loans requested to be an “affiliate” of made as, or converted into, Eurodollar Rate Loans requested by the Company other Borrowers for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(bBusiness Day).

Conversion. (a) At any time following The Borrower may, upon notice (a "Notice of Conversion") given to the receipt Lender not later than 10:00 A.M. (Boston time), (i) two Business Days prior to the proposed Conversion in the case of a conversion into Base Rate Loans and (ii) three LIBOR Business Days prior to the Required Stockholder Approval and proposed Conversion in the effectiveness case of the Charter Amendmentconversion into LIBOR Rate Loans, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to timeconvert, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% portion of the outstanding shares of Common Stock upon Revolving Credit Loans; provided, however, that any conversion of LIBOR Rate Loans may be made on, and only on, the last day of an Interest Period for such Holder’s Notes shall be required to provide 61 days’ written notice to Loans. Each Notice of Conversion shall, within the Company prior to any restrictions specified above, specify (A) the date of such conversion. The Conversion , (B) the Loans to be converted, and (C) if such conversion is into LIBOR Rate is subject to adjustment pursuant to Section 12.06Loans, the Interest Period for such Loan. (b) Following Anything herein to the receipt contrary notwithstanding, if the Borrower, with respect to an outstanding LIBOR Rate Loan, fails to give the Notice of Conversion as required by this Section 2.6, then the Required Stockholder Approval and the effectiveness Borrower shall be deemed to have given a timely notice of the Charter Amendment, the Company shall conversion to convert (the “Mandatory Conversion”) any outstanding Notes such Loan into a number of shares of Common Stock per $1,000 principal Base Rate Loan in an equivalent amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Eventdollars. (c) Any LIBOR Rate Loan may at Borrower's option be continued as such upon the expiration of an Interest Period with respect thereto as set forth in (a) above; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing or in the event the Lender has delivered any notice pursuant to [SECTION]4.4 or [SECTION]4.5 hereof, but shall cease be automatically converted to accrue on any Notes a Base Rate Loan on the date of occurrence last day of the Optional Conversion first Interest Period relating thereto ending during the continuance of any Default or Event of Default of which the Mandatory Conversion (officers of the Lender active upon the Borrower's account have actual knowledge, or at the end of any such date, Interest Period in which the “Conversion Date”). The accrued and unpaid interest on any Note being converted Lender has determined pursuant to an Optional Conversion or Mandatory Conversion shall be added [SECTION]4.4 that adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest applicable to the principal amount of any LIBOR Rate Loan during such Note being convertedInterest Period. (d) If a Holder exercises its right Any conversion to require the Company to repurchase its Notes or from LIBOR Rate Loans shall be in such amounts and be made pursuant to a Prepayment Offer such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Rate Loans having the same Interest Period shall not be less than $1,000,000 or a Change whole multiple of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) $100,000 in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionthereof. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (aA) At any time following the receipt The Payee may elect to convert all or part of the Required Stockholder Approval principal of this Convertible Note and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, any accrued and unpaid interest at any time and from time to timeor times before May 7, on any Business Day, 2012. The conversion price shall be seventy five (75%) percent of the lowest trading price during the seven (7) trading days prior to the earliest of (1) if applicableconversion, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06this Article "4" of this Note (the "Conversion Price"); provided, however, if an Event of Default pursuant to Article "9" of this Note occurs, this Note shall be subject to an interest rate of twenty (20%) percent and the Conversion Price formula shall be reduced to fifty percent (50%) of the lowest trading price during the seven (7) trading days prior to conversion. (bi.) Following If the Payee does not provide written notice of its intention to convert some or the entire unpaid principal and any accrued and unpaid interest due, Payor shall pay the amount due on the Maturity Date. (ii.) If all or part of this Note is converted pursuant to Paragraph "A" of this Article "4" of this Note, the shares shall be delivered to the Payee within three (3) business days or a reasonable amount of time, based on unforeseen delays out of the control of the Payor,after the date upon which the Payor receives a Conversion Notice (such third (3rd) business day the "Conversion Share Due Date"), in the form attached hereto as Exhibit "A"; provided, however, that a Conversion Notice delivered after 3:00 o'clock P.M. PST on any business day shall be deemed to be delivered on the next following business day. Delivery shall be made electronically via the DWAC/FAST system. If the Company is not approved for DWAC/FAST on the Conversion Share Due Date, a physical certificate representing the shares may be delivered to the Payee in the form attached hereto as Exhibit "A" via overnight express mail. If the Shares are not delivered to Tangiers or its broker within three (3) business days after the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentConversion Notice, the Company shall convert pay an additional amount of one thousand dollars ($1,000) per calendar day for each day that delivery of the unrestricted stock certificate is delayed, provided the delay is not the fault of the Payor, such a delay of the transfer agent or clearing house in not delivering the stock to the Payee in a timely manner.; That receipt of the restricted certificate after 3:00 P.M. local time shall be deemed to be receipt on the next following business day. The Company acknowledges that it would be extremely difficult or impracticable to determine Tangiers' actual damages and costs resulting from the delay in making delivery of the Shares and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs and do not constitute a penalty. (iii.) If all or part of this Note is converted pursuant to Paragraph "A" of this Article "4" of this Note, all shares delivered to the Payee shall be free-trading if the shares are issued after six (6) months after the date of this Note. If any shares delivered to the Payee are not free-trading, on November 7, 2012, at its own cost, the Company shall cause its counsel to issue an opinion letter to the Company's transfer agent, or its successor (the “Mandatory Conversion”"Transfer Agent"), that the said shares may be sold or transferred without restriction or limitation in reliance on Rule 144 promulgated under the Securities Act of 1933, as amended, and direct the Transfer Agent to replace such shares with a certificate that does not contain a restrictive legend. After the receipt by the Transfer Agent of the certificate representing such shares from Tangiers (or its broker) requesting the issuance of an unrestricted certificate, the Company shall cooperate fully with the Transfer Agent. If the newly issued unrestricted stock is not delivered to Tangiers or its broker within three (3) business days after the receipt of the restricted shares, the Company shall pay an additional amount of one thousand dollars ($1,000) per calendar day for each day that delivery of the unrestricted stock certificate is delayed, unless the delay is out of the control of the Payor, such as a delay by the transfer agent, clearing house or an unavailable delay by the attorney to write the legal opinion letter; provided, however, that receipt of the restricted certificate after 1:00 P.M. local time shall be deemed to be receipt on the next following business day. The Company acknowledges that it would be extremely difficult or impracticable to determine Tangiers' actual damages and costs resulting from the delay in making delivery of the unrestricted stock certificate and the inclusion herein of any outstanding Notes into such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs and do not constitute a penalty. (B) The Payor shall pay any and all stock transfer fees and the cost of any legal opinions needed. No fractions of shares or scrip representing fractions of shares will be issued upon conversion, but the number of shares issued shall be rounded to the nearest whole share, based upon the total number of shares of Common Stock per $1,000 principal amount of Notes equal to be issued to the Payee. The date upon which a Conversion Rate then in effect (plus cash in lieu of fractional shares) if Notice is received by the Daily VWAP Payor shall be deemed to be the date upon which the Payee has delivered the conversion notice duly executed, to the Payor; provided, however, that a Conversion Notice delivered after 1:00 o'clock P.M. on any business day shall be deemed to be delivered on the next following business day. Upon receipt of the Shares for the full conversion and/or payment of this Note, the Payee shall deliver this Note to the Payor marked "cancelled." (C) If, upon ▇▇▇▇▇▇▇▇' request to convert all or part of this Note pursuant to this Article "4" of this Note, the shares are not available by reason of the Payor not having enough authorized and unissued shares to issue the shares to Tangiers, the Payor shall take all necessary action to increase the number of authorized shares of the Company's Common Stock exceeds to satisfy Tangiers' request to convert all or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence part of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Eventthis Note. (cD) Interest shall cease In order to accrue on any Notes on preserve the date of occurrence conversion rights of the Optional Conversion or the Mandatory Conversion (such datePayee, the “Conversion Date”). The accrued and unpaid interest on conversion rate is subject to adjustment if certain events occur, including, but not limited to, any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to of the principal amount of such Note being converted.events that are set forth below: (di.) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer The issuance of any previously authorized or a Change of Control Offer in accordance with Section 4.10 newly authorized shares (common or Section 4.15, respectively, such Holder may convert its Notes any other securities convertible into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(dcommon) of the Exchange Act and Payor for less than the rules and regulations promulgated thereunderconversion price per share at the time of conversion pursuant to this Article "4" of this Note; (ii.) in excess of 9.99% A recapitalization of the outstanding shares of Common Stock or otherwise the Payor which has the effect of changing the percentage of shares which this Note may be deemed converted into in relation to be an “affiliate” the total number of outstanding shares; (iii.) The payment of any stock dividends; (iv.) The distribution to any holders of shares of the Company for purposes Payor's securities, evidences of indebtedness of the Securities Act and/or Payor or assets (excluding cash dividends paid from retained earnings); (v.) The issuance after the Exchange upon date hereof of any stock options, warrants or other rights to acquire shares in the Payor at a price less than the current market value of such conversionshares; and (vi.) Any capital reorganization by the Payor, then any reclassification or recapitalization of the Company will promptly enter Payor's capital stock, or any transfer of all or substantially all the assets of the Payor to or consolidation or merger of the Payor with or into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionany other Person. (fE) At Upon the request occurrence of any Holderof the above events (any of such events is hereinafter referred to as a "Dilution Event"), then, in such event, the Company Payor will use its reasonable efforts immediately take whatever measures are necessary to cooperate with such Holder to confirm with brokers insure that such Holder will the percentage interest in the Payor which the Note may be converted into would not be an “affiliate” increased or reduced. Any adjustment which is required by this Paragraph "F" of this Article "4" of this Note shall be deemed effective retroactive to the date of the Company for purposes Dilution Event. The provisions of this Paragraph "F" of this Article "4" of this Note shall be applicable to any Dilution Event which occurs at any time after the date of this Note. If any of the Securities Act and/or Dilution Events occur, the Exchange Act upon any Optional Conversion Payor will mail or cause to be mailed a notice pursuant to Section 12.01(aParagraph "C" of Article "19," to the Payee of this Note specifying the Dilution Event(s) or Mandatory Conversion pursuant to Section 12.01(b)which has occurred.

Conversion. (a) At any time following Subject to and upon compliance with the receipt provisions of the Required Stockholder Approval and Indenture, the effectiveness of the Charter Amendment, Holders of the Notes Securities shall have the right convert (right, at the “Optional Conversion”) their outstanding Notesoption of each Holder, at any time after one year following the Closing Date (except as provided in this Section 8 or in the Indenture) to convert any such Security or any portion thereof, in denominations of $1,000 principal amount at maturity or integral multiples thereof, into that number of fully paid and nonassessable whole Conversion Shares obtained by dividing the aggregate Accreted Value of the Securities being converted on such date by $.70, subject to adjustment in certain events (the "Conversion Ratio"). Subject to the provisions of the Indenture, if on any date of determination (a) the Closing Price of the Common Stock on the NASDAQ National or Small Cap Market or other principal securities exchange or system on which the Common Stock is then traded, if any, or (b) if not so traded, then if the best bid offered price on the OTC Bulletin Board Service (the "BBS") on days when transactions in the Common Stock are not effected, or, on such days as transactions are effected on the BBS, the highest price at which a trade was executed as reported to the National Association of Securities Dealers, Inc. through the Automated Confirmation Transaction Service (the "OTC Price"), during any period set forth below has exceeded the price for such period set forth below for at least 20 consecutive Trading Days (the "Market Criteria," and such 20-day period being the "Market Criteria Period") and (b) the Shelf Registration Statement with respect to the Conversion Shares is effective and available, then all of the Securities will be automatically converted on such date into that number of fully paid and nonassessable whole Conversion Shares obtained by applying the aforementioned Conversion Ratio; PROVIDED, HOWEVER, that if the Market Criteria is satisfied during the third year after the Closing Date, the conversion will not occur until the three-year anniversary of the Closing Date and will occur only if the Closing Price or OTC Price, as applicable, of the Common Stock of the Company is at least $2.80 on such date: 12 MONTHS BEGINNING CLOSING PRICE ------------------- ------------- October 31, 1999 $2.80 October 31, 2000 $3.25 If Notes not called for redemption are converted (including pursuant to mandatory conversion) after a record date for the payment of interest and prior to the next succeeding Interest Payment Date, such Notes must be accompanied by funds equal to the interest payable on such succeeding Interest Payment Date on the principal amount so converted, or, if such conversion occurs between October 31, 2000 and October 31, 2003, the principal amount to be converted shall be increased as provided in Section 1. The denominator of the Conversion Ratio is subject to adjustment (under formula set forth in the Indenture) in certain events, including: (i) the issuance of Common Stock as a dividend or distribution on Common Stock to all Holders of the outstanding Common Stock; (ii) certain subdivisions and combinations of the Common Stock; (iii) the issuance to all Holders of Common Stock of certain rights or warrants to purchase additional shares of Common Stock; (iv) the distribution to all holders of Common Stock of shares of capital stock of the Company (other than Common Stock) or evidences of indebtedness of the Company or assets (including securities, but excluding those rights, warrants, dividends and distributions referred to above and dividends and distributions in connection with the liquidation, dissolution or winding up of the Company or paid in cash); (v) distributions consisting of cash, excluding any quarterly, semi-annual, annual or other regularly scheduled cash dividend paid on the Common Stock; and (vi) payment in respect of a tender or exchange offer by the Company or any of its Subsidiaries for the Common Stock to the extent that the cash and value of any other consideration included in such payment per share of Common Stock exceeds the Current Market Price per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange. In the case of (i) any reclassification or change of the Common Stock, (ii) a consolidation, merger or combination involving the Company or (iii) a sale or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, in each case as result of which holders of Common Stock shall be entitled to receive stock, other securities, or other property or assets (including cash) with respect to or in exchange for such Common Stock, the Holders of the Securities then outstanding will be entitled thereafter to convert such Securities into the kind and amount of shares of stock, other securities or other property or assets which they would have owned or been entitled to receive upon such reclassification, change, consolidation, merger, combination, sale or conveyance had such Securities been converted into Common Stock immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. The Company from time to timetime may, on any Business Day, prior to the earliest extent permitted by law, reduce the denominator of the Conversion Ratio by any amount for any period of at least 20 days, in which case the Company shall give at least 15 days' notice of such reduction, if the Board of Directors has made a determination that such reduction would be in the best interests of the Company, which determination shall be conclusive. The Company may, at its option, make such reductions in the denominator of the Conversation Ratio as the Board of Directors deems advisable to avoid or diminish any income tax to holders of Common Stock resulting from any dividend or distribution of stock (1or rights to acquire stock) if applicable, with respect to a Note or from any event treated as such for income tax purposes. If any Securities shall be called for redemption, the right to convert the Securities designated for redemption shall terminate at the close of business on the Trading Day next preceding the date fixed for redemption unless the Company defaults in the payment of the Redemption Price plus all accrued and unpaid interest. In the event of default in the payment of the Redemption Price, the right to convert the Securities designated for redemption shall terminate at the close of business on the Business Day immediately next preceding the Redemption Date or date that such default is cured. The Company shall not be required to convert any Securities, and no surrender of Securities shall be effective for that purpose, while the stock transfer books of the Company for the Common Stock are closed for any purposes (2) but not for any period in excess of 15 days), but the close surrender of business Securities for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books, as if the conversion had been made on the Business Day immediately preceding date such books were reopened, and with the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount application of the Notes (plus cash Conversion Ratio in lieu effect at the date such books were reopened. If a Security is converted into Conversion Shares on any date, then on and after such date such Security ceases to be outstanding and interest on it shall cease to accrue. The Conversion Shares, upon conversion of fractional the Securities, when the same shall be issued in accordance with the terms hereof, are hereby declared to be and shall be fully paid and nonassessable shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes in the hands of the Holders thereof. The Holders of Securities Act and/or the Exchange upon such conversionare not entitled, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request as such, to receive dividends or other distributions, receive notice of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” meeting of the Company for purposes stockholders, consent to any action of the Securities Act and/or stockholders, receive notice of any other stockholder proceedings, or to any other rights as stockholders of the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)Company.

Conversion. 7.1 Each Bond Is mandatory convertible into common shares in the share capital of the Issuer at a conversion price of EUR 3.3543 per common share, to be applied towards the nominal value of each Bond (the “Conversion Price”) on the earliest of: (a) At any time the fifth business day following the receipt delivery by the Majority Institutional Investors (as defined in the Securityholders’ Agreement) of a written notice related to the exercise of the Required Stockholder Approval and the effectiveness Drag-Along Right in accordance with Section 1.4 of the Charter Amendment, Holders Securityholders’ Agreement; (b) the date immediately prior to the public filing of a registration statement in connection with an IPO; or (c) the third anniversary of the Notes date hereof. 7.2 In order to effect conversion pursuant to clause 7.1, the Issuer shall have complete and sign the right convert (conversion notice attached hereto as Annex I and deliver the “Optional Conversion”) their outstanding Notes, notice to the Holder. 7.3 If the Issuer shall at any time and from time to time, on any Business Day, prior to the earliest conversion of (1) if applicablethe Bonds subdivide its common shares, with respect to by split-up or otherwise, or combine its common shares, the number of common shares issuable on the conversion of the Bonds shall forthwith be proportionately increased in the case of a Note called for redemptionsubdivision, or proportionately decreased in the case of a combination. Any adjustment under this clause 7.3 shall become effective at the close of business on the Business Day immediately preceding date the Redemption Date subdivision or (2) combination becomes effective. 7.4 Upon conversion of a Bond, the close Issuer will arrange for the number of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 whole common shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock deliverable upon conversion of such Holder’s Notes shall Bond to be required delivered to provide 61 days’ written notice its Holder by means of execution of a notarial deed of issue of shares within 14 business days after the Conversion Date. The Holder will, to the Company prior extent required, cooperate so that such conversion and delivery can be effectuated. Fractional shares will not be delivered. For any fractional shares the Issuer will pay to the Holder an amount in cash equivalent to the fraction times the Conversion Price. 7.5 Upon conversion of a Bond, other than cash paid for fractional shares, the Holder will not receive any such conversionadditional cash payment. The Conversion Rate is subject delivery to adjustment pursuant to Section 12.06. (b) Following the receipt Holder of the Required Stockholder Approval fixed number of common shares into which the Bond is convertible together with any cash payment for fractional shares satisfies any and the effectiveness all obligations of the Charter AmendmentIssuer with respect to the converted Bond, including, without limitation, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal obligation to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to pay the principal amount at maturity of such Note being convertedthe Bond. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer 7.6 All Bonds converted shall be cancelled. Cancelled or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder converted Bonds may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) reissued or Mandatory Conversion pursuant to Section 12.01(b)resold.