Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. The Company may elect to cause all or a portion of the principal amount of the Securities to convert into a number of 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 effect on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securities.

Mandatory Conversion. The Company may elect to cause all or a portion a. Effective as of each Mandatory Conversion Date, there shall automatically be converted into Subordinated Units and Common Units at the principal amount of the Securities to convert into then effective Conversion Rates a number of fully paid Series A Preferred Units held by each Series A Preferred Unitholder (after the provisions of Paragraphs 8(a) and nonassessable shares of Common Stock equal 8(e) are applied with respect to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in effect on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of Scheduled Redemption Date immediately preceding such Mandatory Conversion Date) equal to the amount, if any, by which the applicable Minimum Conversion/Redemption Amount exceeds the number of Series A Preferred Units which, while held by such Series A Preferred Unitholder, were previously redeemed or converted into Subordinated Units or Common Units. Notwithstanding If a Series A Preferred Unitholder Disposes of any Series A Preferred Units which are subject to conversion pursuant to this Paragraph 6 on or after the foregoing, the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, and on or before the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each later of the twenty (20) consecutive prior trading Annual Redemption/Conversion Deadline or 10 days ending on after the trading day immediately prior Partnership’s receipt from such Series A Preferred Unitholder of a Holder Redemption Notice pursuant to Paragraph 8(a), such dateSeries A Preferred Units so Disposed shall, (ii) in the Common Stock issuable upon hands of the mandatory conversion would, immediately upon issuancetransferee, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such conversion pursuant to this Paragraph 6. b. Effective as of each Mandatory Conversion Date, any Series A Preferred Unit so converted shall no longer be deemed to be outstanding and all rights with respect to each Series A Preferred Unit so converted shall terminate, except only the Company rights of the holder thereof to receive the number of Subordinated Units and Common Units into which such Series A Preferred Unit has been converted (and any payment in lieu of a fractional Subordinated Unit and Common Unit pursuant to Paragraph 5(e)) and payment of any Unpaid Series A Preferred Yield thereon, which the Partnership shall also pay to the Holders an amount in cash or, at the Company’s option holder promptly following the Authorization Dateimplementation of mandatory conversion pursuant to Paragraph 6, provided and any such payment shall for purposes of this Annex A be treated as a distribution to such Series A Preferred Unitholder for purposes of maintaining Capital Accounts. Upon each conversion, the Partnership shall make a cash payment to the converting Series A Preferred Unitholder, and the converting Series A Preferred Unitholder shall make a cash payment to the Partnership, to adjust for any distributions declared in respect of the Subordinated Units, Common Units or the Series A Preferred Units on or after the Conversion Date but prior to the implementation of mandatory conversion pursuant to Paragraph 6, the intent being to put both the converting Series A Preferred Unitholder and the Partnership in the same position that they would have been if the Equity Conditions are met as of mandatory conversion pursuant to Paragraph 6 had been implemented on the Mandatory Conversion Date, in shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal . Any cash payment made pursuant to the then accrued preceding sentence shall be treated as (i) a distribution to the Series A Preferred Unitholder if made by the Partnership and unpaid interest on (ii) a Capital Contribution if made by the outstanding principal balance of the SecuritiesSeries A Preferred Unitholder.

Mandatory Conversion. The Company may elect to cause all or a portion (i) At any time after the third Anniversary Date any share of Series A Preferred Stock shall, at the option of the principal amount of Corporation (as determined by the Securities to convert Common Stock Directors), automatically be converted into a number of fully paid and nonassessable shares of Common Stock equal to the quotient of (i) the principal amount of the Securities divided by (ii) at the Conversion Price then in effect on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoingeffect, provided, the Company may not elect Common Stock Market Price has been greater than or equal to cause all or $6.00 (such amount being subject to a portion proportionate adjustment to reflect any event of the Securities to convert into Common Stock on a Mandatory Conversion Date iftype described in Paragraph I(5)(c)(iii) and I(5)(d) hereof), on (A) at any time during the proposed Mandatory Conversion Date preceding 12 months for forty (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (2040) consecutive prior trading days ending days, and (B) on the trading day immediately prior to preceding the day the Corporation exercises such date, option. (ii) If the Corporation has elected to convert Series A Preferred Stock into Common Stock issuable upon pursuant to Paragraph I(5)(j)(i) above, the Corporation will provide prior notice of mandatory conversion wouldof shares of Series A Preferred Stock to each holder of record of Series A Preferred Stock not less than fifteen nor more than sixty (60) days prior to the date fixed for conversion by first class mail, immediately upon issuancepostage prepaid, be Tradable and (iii) we have sufficient authorized and unissued to each holder at such holder's address as it appears on the stock register of the Corporation. The Corporation's obligation to deliver shares of Common Stock shall be deemed fulfilled if, on the mandatory conversion date, the Corporation shall deposit with a bank or trust company in Philadelphia, Pennsylvania having a capital of at least $50,000,000, such number of shares of Common Stock as are required to be delivered by the Corporation upon the conversion of Series A Preferred Stock in trust for full the account of holders of the shares to be converted, with irrevocable instructions and authority to such bank or trust company that such shares be delivered upon conversion of the Securitiesshares of Series A Preferred Stock so called for conversion. Any such Provided the Corporation has fulfilled its obligation to deposit shares as provided in the foregoing sentence, effective on the conversion date fixed by the Corporation and notified to the holders of Series A Preferred Stock, each outstanding share of Series A Preferred Stock shall be made proconverted into fully paid and non-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in assessable shares of Common Stock at the Conversion Price then in effect, automatically and without any action on the part of any holder of shares of Series A Preferred Stock, valued at 90% and such shares of Common Stock shall be deemed outstanding from and after the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securitiesconversion date.

Mandatory Conversion. The (a) Subject to this Section 7 and the conversion procedures set forth in Section 8, at any time on or after the third anniversary of the Original Issuance Date, the Company may elect to cause all or elect, upon the approval of a portion majority of the principal amount independent and disinterested directors of the Securities Board, to convert all, but not less than all, of the outstanding shares of Series A Preferred Stock into shares of Common Stock by delivery to the Holders of a Notice of Mandatory Conversion in accordance with Section 7(b); provided, that the Company shall not be entitled to deliver a Notice of Mandatory Conversion unless the VWAP per share of Common Stock exceeds one hundred fifty percent (150%) of the Conversion Price for the thirty (30) consecutive Trading Days immediately preceding the date of such Notice of Mandatory Conversion, which election shall be irrevocable (the election to convert shares of Series A Preferred Stock pursuant to this Section 7, a “Mandatory Conversion,” and the date upon which the Mandatory Conversion occurs, the “Mandatory Conversion Date”)). In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding shall be converted into (i) a number of fully paid and nonassessable shares of Common Stock equal to the quotient of (iA) the principal amount Liquidation Preference of such share of Series A Preferred Stock as of the Securities applicable Mandatory Conversion Date, divided by (iiB) the Conversion Price in effect on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion as of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such applicable Mandatory Conversion Date, and (ii) cash in lieu of fractional shares as set out in Section 8(d). If the Company shall also pay Mandatory Conversion Date occurs on or after the Holders an amount in cash orRecord Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, at then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Company’s option following exercise of a Mandatory Conversion, and (y) the Authorization Dateamount of such Dividend, provided that if a Preferred Dividend, will not be included in the Equity Conditions are met as of the Mandatory Conversion Date, Liquidation Preference referred to in shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securitiesclause (A) above.

Mandatory Conversion. The Company may elect to cause all If, on or a portion after the later of the principal amount of Closing Date or the Securities to convert into a number of fully paid and nonassessable date the shares of Common Stock equal to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in effect on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion of the SecuritiesSeries A Preferred Stock become registered under the Securities Act of 1933, as amended, and become eligible for trading to the public, the Market Price of the Common exceeds $27.80 per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be made pro-rata among all Holders of Securities and subject deemed to have been effected, without further action by any party, immediately prior to the limitations set forth in Section 9.2close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. On At the time any such Mandatory Conversion Dateconversion has been effected, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as rights of the Mandatory Conversion Dateholders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, in and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securitiesunder this Section 5(c).

Mandatory Conversion. The Company may elect (a) At any time on or after February 20, 2005, the Corporation shall have the right, at its option, to cause all or all, but not a portion portion, of the principal amount outstanding shares of the Securities Series A Preferred Stock to convert be automatically converted into a that number of fully paid whole shares of Common Stock for each share of the Series A Preferred Stock equal to the Conversion Ratio then in effect, with any resulting fractional shares of Common Stock to be settled in accordance with Section 7. The Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the closing price of a share of the Common Stock as reported on the NYSE (or such other national securities exchange or automated quotation system on which the Common Stock is then listed or authorized for quotation or, if the Common Stock is not so listed or authorized for quotation, an amount determined in good faith by the Board of Directors to be the fair value of the Common Stock) equals or exceeds 125% of the Conversion Price then in effect for at least 20 Trading Days in any consecutive 30-day trading period, including the last Trading Day of such 30-day period, ending on the Trading Day prior to the Corporation's issuance of a press release, or, if no press release is issued, mailing of a notice announcing the mandatory conversion as described in Section 9(b). (b) To exercise the mandatory conversion right described in Section 9(a) or in Section 9(e), the Corporation shall issue a press release for publication on the PR Newswire or an equivalent newswire service, if required by and nonassessable in accordance with the federal securities laws or the rules of any stock exchange on which the Series A Preferred Stock or the Common Stock is then listed or traded, prior to the opening of business on the first Trading Day following any date on which the conditions described in Section 9(a) or in Section 9(e), as applicable, are met, announcing such a mandatory conversion whether or not a press release is issued, the Corporation shall furnish notice of the Corporation's intention to mandatorily convert the outstanding shares of the Series A Preferred Stock by first class mail to each Holder or by publication (with subsequent prompt notice by first class mail to each Holder), not later than the 15th day prior to the date on which the mandatory conversion would occur (the "Mandatory Conversion Date"). The Mandatory Conversion Date will be a date selected by the Corporation and will be at least 15 days but no more than 30 days after the Corporation issues the press release described in this Section 9(b), or if no press release is issued, after mailing of the notice described in this Section 9(b) to the Holders. (c) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 9(a) shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) the number of shares of Common Stock to be issued upon conversion of each share of the Series A Preferred Stock; (iii) the number of shares of the Series A Preferred Stock to be converted; and (iv) that dividends on the shares of the Series A Preferred Stock to be converted will cease to be payable on the Mandatory Conversion Date. (d) On the Mandatory Conversion Date, dividends will cease to be payable on the Series A Preferred Stock, and all rights of any Holder with respect to the shares of the Series A Preferred Stock, including the rights, if any, to receive distributions of the Corporation's assets (including, but not limited to, the Liquidation Preference) or notices from the Corporation, will terminate, except only for the rights of any such Holder to (i) receive physical certificates (if applicable) for the number of whole shares of Common Stock into which such Holder's shares of the Series A Preferred Stock have been converted and cash in lieu of any fractional share as provided in Section 7, and (ii) exercise the rights to which he, she or it is entitled as a holder of Common Stock into which such Holder's shares of the Series A Preferred Stock have been mandatorily converted. Any dividend payment declared by the Board of Directors with respect to the shares of the Series A Preferred Stock called for a mandatory conversion on a date during the period between the close of business on any Record Date to the close of business on the corresponding Dividend Payment Date will be payable on such Dividend Payment Date to the Holder of such share on such Record Date if such share has been converted after such Record Date and prior to such Dividend Payment Date. (e) In addition to the mandatory conversion right described in Section 9(a), if there are less than 100,000 shares of the Series A Preferred Stock outstanding, the Corporation shall have the right, at any time on or after February 20, 2006, at its option, to cause each outstanding share of the Series A Preferred Stock to be automatically converted into that number of whole shares of Common Stock equal to the quotient lesser of (i) the principal amount of the Securities divided by Conversion Ratio then in effect and (ii) the Conversion Price in effect sum of (x) the Liquidation Preference divided by the Market Value for the period ending on the date of such conversion (second Trading Day immediately prior to the “Mandatory Conversion Date”Date and (y) by providing thirty (30) days prior written notice of such any Accumulated Automatic Conversion Ratio Increases to the Mandatory Conversion Date. Notwithstanding the foregoingAny fractional shares of Common Stock resulting from such conversion shall be settled in cash in accordance with Section 7. (f) The provisions of Sections 9(b) and 9(d) shall apply to any mandatory conversion pursuant to Section 9(e). In addition to any information required by applicable law or regulation, the Company may not elect to cause all or press release and notice of a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date ifmandatory conversion described in Section 9(e) shall state, on the proposed Mandatory Conversion Date as appropriate: (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, Mandatory Conversion Date; (ii) the Common number of shares of the Series A Preferred Stock issuable upon the mandatory conversion would, immediately upon issuance, to be Tradable and converted; (iii) we have sufficient authorized that dividends on the shares of the Series A Preferred Stock to be converted will cease to be payable on the Mandatory Conversion Date; (iv) the Conversion Ratio then in effect; and unissued (v) that the number of shares of Common Stock for full to be issued upon conversion of each share of the Securities. Any such conversion Series A Preferred Stock shall be made pro-rata among all Holders of Securities and subject equal to the limitations set forth lesser of the Conversion Ratio then in Section 9.2. On any such effect and the sum of (x) the Liquidation Preference divided by the Market Value for the period ending on the second Trading Day immediately prior to the Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of Date and (y) any Accumulated Automatic Conversion Ratio Increases to the Mandatory Conversion Date, in shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securities.

Mandatory Conversion. The Company may elect (a) During the period on or after the 3-year anniversary of the Issue Date but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Period”), the Corporation shall have the right, at its option, to give notice of its election to cause all or a portion Outstanding shares of the principal amount of the Securities Preferred Stock to convert be automatically converted into a that number of fully paid and nonassessable whole shares of Common Stock for each share of Preferred Stock equal to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30 Trading Day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Corporation issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Corporation shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30 Trading Day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Corporation issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Corporation shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Corporation issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Corporation must issue a press release for publication on the Dow Xxxxx News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Corporation) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Corporation shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 Business Days after the date of such the press release) of the mandatory conversion announcing the Corporation’s intention to convert the Preferred Stock. The conversion date shall be a date selected by the Corporation (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice and shall be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Corporation issues the press release described in this Section 9(d). Upon conversion of such any Preferred Stock pursuant to this Section 9, the Corporation shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd Business Day immediately following the relevant Mandatory Conversion Date. Notwithstanding the foregoing. (e) In addition to any information required by applicable law or regulation, the Company may not elect to cause all or press release and notice of a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date ifmandatory conversion described in Section 9 shall state, on the proposed Mandatory Conversion Date as appropriate: (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, Mandatory Conversion Date; (ii) the number of shares of Common Stock issuable to be issued upon the mandatory conversion would, immediately upon issuance, be Tradable of each share of Preferred Stock; and (iii) we have sufficient authorized and unissued shares of Common that dividends on the Preferred Stock for full conversion of to be converted will cease to accrue on the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of . (f) On and after the Mandatory Conversion Date, in dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock, valued Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at 90% the close of the Daily VWAP business on any Dividend Record Date and ending on the Trading Day close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding the Mandatory Conversion Datesentence with respect to a mandatory conversion pursuant to Section 9, in each case equal no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the then accrued and unpaid interest on Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the outstanding principal balance contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to Sections 9(a), 9(b) or 9(c) in the Securitiesaggregate into more than the Conversion Cap.

Mandatory Conversion. The Company may elect to cause all or a portion (a) If the 180-Day Average Price and the related Two-Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the principal amount original issuance of the Securities Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to convert into a number of fully paid exchange the Series A Preferred Stock, in whole and nonassessable not in part, for shares of Common Stock, as if such shares of Series A Preferred Stock equal had been converted by the holders thereof pursuant to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in effect Article IX hereof on the date of such conversion exchange. (b) If the “Mandatory 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Date”) Price, then the Corporation shall have the right, at its option and election, to exchange the Series A Preferred Stock, in whole and not in part, for shares of Common Stock, as if such shares of Series A Preferred Stock had been converted by providing thirty (30) days prior written notice the holders thereof pursuant to Article IX hereof on the date of such Mandatory Conversion Date. exchange. (c) Notwithstanding anything in this Section A to the foregoingcontrary, the Company may Corporation shall not elect have the right to cause all or a portion of exchange the Securities to convert into Series A Preferred Stock for Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date pursuant to this Section A unless (i) the Daily VWAP is equal to Common Stock shall have been validly listed for trading on the NYSE or greater than $ (other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to date of such dateexchange, (ii) the average daily trading volume in the Common Stock issuable upon during the mandatory conversion wouldrelevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, immediately upon issuance, be Tradable and (iii) we the Corporation shall have sufficient authorized obtained the Shareholder Approval, (iv) as of the date of such exchange, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and unissued is available for use in connection with the offer and sale of such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for full conversion use), and (v) the Corporation simultaneously exchanges the Series B Preferred Stock pursuant to subsection (a) or (b) of Section A of Article V of the SecuritiesCertificate of Designations for the Series B Preferred Stock. Any The Corporation may not effect any such conversion exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Corporation or any of its Subsidiaries. (d) Notice of an exchange of shares of Series A Preferred Stock pursuant to this Section A (a "Notice of Exchange") shall be made pro-rata among all Holders of Securities and subject sent to the limitations holders of record of the shares of Series A Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than 45 nor fewer than 15 days prior to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "Exchange Date") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to effect such exchange. From and after the Exchange Date, all dividends on shares of Series A Preferred Stock shall cease to accumulate and all rights of the holders thereof as holders of Series A Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series A Preferred Stock pursuant to this Section 9.2A. On or after the Exchange Date, each holder of shares of Series A Preferred Stock shall surrender the certificate evidencing shares of Series A Preferred Stock to the Corporation at the place designated in the Notice of Exchange. On As promptly as practical, and in any such Mandatory Conversion event within three Business Days after the Exchange Date, the Company Corporation shall also pay deliver or cause to be delivered as directed by the Holders an amount holder of shares of Series A Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled and (ii) cash in cash orlieu of fractional shares, at if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the Company’s option following purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the Authorization terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the Corporation shall be obligated to effect the exchange described therein, provided that the Equity Conditions are met as each of the Mandatory Conversion Dateconditions to such exchange set forth in subsections (a), (b) and (c) above is (i) satisfied or (ii) waived by the holders of a majority of the shares of Series A Preferred Stock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in shares of Common Stockthe event the Corporation effects an exchange pursuant to this Section A, valued at 90% the Corporation shall not exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Section 2.1(c) of the Daily VWAP Registration Rights Agreement during the period beginning on the Trading Day immediately preceding Exchange Date and ending 90 days after the Mandatory Conversion Exchange Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securities.

Mandatory Conversion. The Company may elect to cause all or a portion of the principal amount of the Securities to convert into a number of fully paid and nonassessable shares of Common Stock equal to the quotient of (ia) the principal amount of the Securities divided by (ii) the Conversion Price in effect on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in each share of Series A Preferred Stock that is outstanding as of such date, shall automatically convert into fully paid and non-assessable shares of Common Series B Preferred Stock with a liquidation preference equal to the $1,000 per share of Series B Preferred Stock, valued subject to adjustment as described in Section 7(c) hereof . All shares of Series A Preferred Stock being converted at 90% one time by a holder shall be aggregated (even if they are represented by more than one certificate) in determining whether a holder would receive a fractional share of the Daily VWAP on the Trading Day immediately preceding Series B Preferred Stock. b) On the Mandatory Conversion Date, any party entitled to receive shares of Series B Preferred Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Series B Preferred Stock on such date, whether or not such holder has surrendered the certificate or certificates for such holder’s shares of Series A Preferred Stock. A holder surrendering his or her certificate or certificates shall notify the Company of the name or names of such holder’s nominees in each case equal which such holder wishes the book entry evidence of ownership for shares of Series B Preferred Stock to be issued. The Company shall, as soon as practicable thereafter (and, in any event, within twenty (20) days of such surrender), cause to be issued book entry evidence of ownership of the number of shares of Series B Preferred Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share as provided herein. c) The Company shall file a Certificate of Designations, Preferences and Rights of the 8% Series B Senior Preferred Stock of L-1 Solutions, Inc., and shall reserve a sufficient number of shares of Series B Preferred Stock for issuance prior to the then accrued and unpaid interest on the outstanding principal balance of the SecuritiesMandatory Conversion Date.

Mandatory Conversion. The Company may elect to cause all If, on or a portion after the later of the principal amount of Closing Date or the Securities to convert into a number of fully paid and nonassessable date the shares of Common Stock equal to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in effect on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion of the SecuritiesSeries A Preferred Stock become registered under the Securities Act of 1933, as amended, and become eligible for trading to the public, the Market Price of the Common exceeds ${Note: this amount shall equal the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be made pro-rata among all Holders of Securities and subject deemed to have been effected, without further action by any party, immediately prior to the limitations set forth in Section 9.2close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. On At the time any such Mandatory Conversion Dateconversion has been effected, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as rights of the Mandatory Conversion Dateholders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, in and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securitiesunder this Section 5(c).

Mandatory Conversion. The Company may elect to cause all or a portion (a) If the 180-Day Average Price and the related Two-Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the principal amount original issuance of the Securities Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to convert into a number of fully paid exchange the Series B Preferred Stock, in whole and nonassessable not in part, for shares of Common Stock, as if such shares of Series B Preferred Stock equal had been converted by the holders thereof pursuant to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in effect Article IX hereof on the date of such conversion exchange. (b) If the “Mandatory 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Date”) Price, then the Corporation shall have the right, at its option and election, to exchange the Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such shares of Series B Preferred Stock had been converted by providing thirty (30) days prior written notice the holders thereof pursuant to Article IX hereof on the date of such Mandatory Conversion Date. exchange. (c) Notwithstanding anything in this Section A to the foregoingcontrary, the Company may Corporation shall not elect have the right to cause all or a portion of exchange the Securities to convert into Series B Preferred Stock for Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date pursuant to this Section A unless (i) the Daily VWAP is equal to Common Stock shall have been validly listed for trading on the NYSE or greater than $ (other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to date of such dateexchange, (ii) the average daily trading volume in the Common Stock issuable upon during the mandatory conversion wouldrelevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, immediately upon issuance, be Tradable and (iii) we the Corporation shall have sufficient authorized obtained the Shareholder Approval, (iv) as of the date of such exchange, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and unissued is available for use in connection with the offer and sale of such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for full conversion use), and (v) the Corporation simultaneously exchanges the Series A Preferred Stock pursuant to subsection (a) or (b) of Section A of Article V of the SecuritiesCertificate of Designations for the Series A Preferred Stock. Any The Corporation may not effect any such conversion exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Corporation or any of its Subsidiaries. (d) Notice of an exchange of shares of Series B Preferred Stock pursuant to this Section A (a "Notice of Exchange") shall be made pro-rata among all Holders of Securities and subject sent to the limitations holders of record of the shares of Series B Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than 45 nor fewer than 15 days prior to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "Exchange Date") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to effect such exchange. From and after the Exchange Date, all dividends on shares of Series B Preferred Stock shall cease to accumulate and all rights of the holders thereof as holders of Series B Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed, repurchased or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series B Preferred Stock pursuant to this Section 9.2A. On or after the Exchange Date, each holder of shares of Series B Preferred Stock shall surrender the certificate evidencing shares of Series B Preferred Stock to the Corporation at the place designated in the Notice of Exchange. On As promptly as practical, and in any such Mandatory Conversion event within three Business Days after the Exchange Date, the Company Corporation shall also pay deliver or cause to be delivered as directed by the Holders an amount holder of shares of Series B Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled and (ii) cash in cash orlieu of fractional shares, at if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the Company’s option following purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the Authorization terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the Corporation shall be obligated to effect the exchange described therein, provided that the Equity Conditions are met as each of the Mandatory Conversion Dateconditions to such exchange set forth in subsections (a), (b) and (c) above is (i) satisfied or (ii) waived by the holders of a majority of the shares of Series B Preferred Stock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in shares of Common Stockthe event the Corporation effects an exchange pursuant to this Section A, valued at 90% the Corporation shall not exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Section 2.1(c) of the Daily VWAP Registration Rights Agreement during the period beginning on the Trading Day immediately preceding Exchange Date and ending 90 days after the Mandatory Conversion Exchange Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securities.

Mandatory Conversion. The Company may elect On the later to cause all occur of (x) the date that is ten (10) days after the Second Closing or a (y) the Special Mandatory Conversion Date (as such term is defined in the Restated Charter (as defined below)) each Opting Out Purchaser shall convert the portion of the principal amount such Opting Out Purchaser’s shares of the Securities to convert Company’s Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), Series A1 Preferred Stock, par value $0.001 per share (“Series A1 Preferred Stock”), Series B Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), and Series C Preferred Stock, par value $0.001 per share (“Series C Preferred Stock” and together with the Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock, the “Preferred Stock”) that would have automatically been converted into a number of fully paid and nonassessable shares of Common Stock equal as a result of the Special Mandatory Conversion set forth in the Restated Charter had the Opting Out Purchaser not initially agreed to purchase the Notes that were to have been sold to such Purchaser at the Second Closing had such Purchaser not chosen to become an Opting Out Purchaser (such conversion, a “Mandatory Conversion”), and shall surrender all of such Opting Out Purchaser’s stock certificates representing shares of Preferred Stock (or, if such Opting Out Purchaser alleges that such certificates have been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the quotient of (i) Company to indemnify the principal amount Company against any claim that may be made against the Company on account of the Securities divided by (ii) the Conversion Price in effect on the date alleged loss, theft or destruction of such conversion (certificate) to the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoingCompany, and shall thereafter receive from the Company may not elect to cause all or a portion certificates for the number of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock to which such Opting Out Purchaser is entitled pursuant this Section 1.02(e), in addition to new certificates for full the shares of Preferred Stock that remain following such conversion, if any, together with cash in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion. Upon the failure by an Opting Out Purchaser to request a conversion of within the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations time period as set forth in this Section 9.21.02(e), such Opting Out Purchaser hereby grants the President and Treasurer of the Company (the “Proxies” and each a “Proxy”) a proxy coupled with an interest in all shares of Preferred Stock owned by such Opting Out Purchaser with the power to act alone and with full power of substitution, which proxy shall be irrevocable until this Agreement terminates pursuant to its terms, to request conversion of such Opting Out Purchaser’s shares of Preferred Stock into shares of Common Stock as specified in this Section 1.02(e). On any such Mandatory Conversion DateUpon the request of a Proxy of an Opting Out Purchaser, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of effect the Mandatory Conversion Date, in called for above on its books and records and shall issue the stock certificates for the number of shares of Common StockStock to which such Opting Out Purchaser is entitled pursuant this Section 1.02(e), valued at 90% in addition to new certificates for the shares of Preferred Stock that remain following such conversion, if any, together with cash in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion upon receipt from the Opting Out Purchaser of its old Preferred Stock certificates (or, if such Opting Out Purchaser alleges that such certificates have been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the Daily VWAP on alleged loss, theft or destruction of such certificate). Each Purchaser hereto acknowledges and agrees that any breach of this Section 1.02(e) would result in substantial harm to the Trading Day immediately preceding Company for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that the Company shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity for breaches of this Section 1.02(e) and in addition shall be entitled to recover the costs of enforcing the Mandatory Conversion Date, in each case equal against any Opting Out Purchaser who fails to the then accrued and unpaid interest on the outstanding principal balance of the Securitieseffect a Mandatory Conversion.

Mandatory Conversion. The Company may elect (a) During the period on or after the 3-year anniversary of the Issue Date but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Period”), the Corporation shall have the right, at its option, to give notice of its election to cause all or a portion Outstanding shares of the principal amount of the Securities Preferred Stock to convert be automatically converted into a that number of fully paid and nonassessable whole shares of Common Stock for each share of Preferred Stock equal to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price Rate in effect on the Mandatory Conversion Date (subject to the applicable limitations set forth in Section 12), with cash in lieu of any fractional share pursuant to Section 10. The Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30 Trading Day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Corporation issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Corporation shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the applicable limitations set forth in Section 12), with cash in lieu of any fractional share pursuant to Section 10. The Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30 Trading Day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Corporation issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Corporation shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the applicable limitations set forth in Section 12), with cash in lieu of any fractional share pursuant to Section 10. The Corporation may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Corporation issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Corporation must issue a press release for publication on the Dow Xxxxx News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Corporation) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Corporation shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 Business Days after the date of such the press release) of the mandatory conversion announcing the Corporation’s intention to convert the Preferred Stock. The conversion date shall be a date selected by the Corporation (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice and shall be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Corporation issues the press release described in this Section 9(d). Upon conversion of such any Preferred Stock pursuant to this Section 9, the Corporation shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd Business Day immediately following the relevant Mandatory Conversion Date. Notwithstanding the foregoing. (e) In addition to any information required by applicable law or regulation, the Company may not elect to cause all or press release and notice of a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date ifmandatory conversion described in Section 9 shall state, on the proposed Mandatory Conversion Date as appropriate: (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, Mandatory Conversion Date; (ii) the number of shares of Common Stock issuable to be issued upon the mandatory conversion would, immediately upon issuance, be Tradable of each share of Preferred Stock; and (iii) we have sufficient authorized and unissued shares of Common that dividends on the Preferred Stock for full conversion of to be converted will cease to accrue on the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of . (f) On and after the Mandatory Conversion Date, in dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock, valued Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at 90% the close of the Daily VWAP business on any Dividend Record Date and ending on the Trading Day close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding the Mandatory Conversion Datesentence with respect to a mandatory conversion pursuant to Section 9, in each case equal no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the then accrued and unpaid interest on Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the outstanding principal balance contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to Sections 9(a), 9(b) or 9(c) in the Securitiesaggregate into more than the Conversion Cap.

Mandatory Conversion. The (A) At any time on or after the second (2nd) anniversary of the Original Issue Date, the Company may elect shall have the right, at its option, to give notice of its election to cause all or a portion outstanding shares of the principal amount of the Securities Series A Preferred Stock to convert be automatically converted into a that number of fully paid and nonassessable whole shares of Common Stock for each share of Series A Preferred Stock equal to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price Rate in effect on the Mandatory Conversion Date, with cash in lieu of any fractional share pursuant to Section 13. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 6 only if the Closing Sale Price of the Common Stock equals or exceeds 125% of the Conversion Price for at least 45 Trading Days (whether or not consecutive) in a period of 60 consecutive Trading Days, including the last Trading Day of such 60-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 6(B). (B) To exercise the mandatory conversion right described in Section 6(A), the Company shall publish such information on the Company’s website or through such other public medium as the Company may use at that time, prior to the open of business on the first Trading Day following any date on which the Company makes a conversion election pursuant to Section 6(A), announcing such a mandatory conversion. The Company shall also give notice by mail to the Holders of the Series A Preferred Stock (not later than three Business Days after the date of such the press release) of the mandatory conversion announcing the Company’s intention to convert the Series A Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) and will be no later than 30 calendar days after the date on which the Company issues the press release described in this Section 6(B). (C) In addition to any information required by providing thirty (30) days prior written applicable law or regulation, the press release and notice of such Mandatory Conversion Date. Notwithstanding the foregoinga mandatory conversion described in Section 6(B) shall state, the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date as appropriate: (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, Mandatory Conversion Date; (ii) the number of shares of Common Stock issuable to be issued upon the mandatory conversion would, immediately upon issuance, be Tradable of each share of Series A Preferred Stock; and (iii) we have sufficient authorized and unissued shares of Common that dividends on the Series A Preferred Stock for full conversion of to be converted will cease to accrue on the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of . (D) On and after the Mandatory Conversion Date, in dividends shall cease to accrue on the Series A Preferred Stock called for a mandatory conversion pursuant to this Section 6 and all rights of Holders of such Series A Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock, valued at 90% Stock issuable upon conversion thereof with a cash payment in lieu of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, any fractional share of Common Stock in each case equal to the then accordance with Section 13 and a partial payment of any accrued and unpaid interest dividend. The full amount of any dividend payment with respect to the Series A Preferred Stock called for a mandatory conversion pursuant to this Section 6 on a date during the period beginning at the close of business on any Dividend Record Date and ending on the outstanding principal balance close of business on the Securitiescorresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided above with respect to a mandatory conversion pursuant to this Section 6, no payment or adjustment shall be made upon conversion of Series A Preferred Stock for accumulated dividends or dividends with respect to the Common Stock issued upon such conversion thereof. (E) The Company may not authorize, issue a press release or give notice of any mandatory conversion pursuant to this Section 6 unless, prior to giving the conversion notice, all accumulated dividends on the Series A Preferred Stock (whether or not declared) for periods ended prior to the date of such conversion notice shall have been paid.

Mandatory Conversion. The Company may elect Subject to cause the limitations set forth in -------------------- Section IV.G and provided that (a) all or a portion of the principal amount Common Stock issuable upon conversion of the Securities Series A Preferred Stock was covered by an effective Registration Statement for a period of at least sixty (60) consecutive Business Days immediately prior to convert into the date of delivery of the Mandatory Conversion Notice and a number period of fully paid and nonassessable shares sixty (60) consecutive Business Days immediately prior to the Effective Time of the Mandatory Conversion, (b) the Closing Bid Price of Common Stock equal to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in effect on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or was greater than $ Eleven Dollars (as appropriately adjusted $11.00) per share (subject to equitable adjustment for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the likereclassifications or similar events) for each a period of the twenty ten (2010) consecutive prior trading days ending on the trading day Business Days immediately prior to such datethe date of delivery of the Mandatory Conversion Notice and for a period of ten (10) consecutive Business Days immediately prior to the Effective Time of the Mandatory Conversion, (iic) the Common Stock issuable upon is listed for trading on the mandatory conversion wouldNasdaq National Market or the New York Stock Exchange, immediately upon issuance, be Tradable and (iiid) we provided the Company is not as of the date of delivery of the Mandatory Conversion Notice or as of the Effective Time of the Mandatory Conversion (and has not been for the six (6) consecutive months immediately prior to the date of delivery of the Mandatory Conversion Notice or the six (6) consecutive months immediately prior to the Effective Time of the Mandatory Conversion) in violation of any of its material obligations under the Investment Agreements, including this Certificate of Designations, then the Company shall have sufficient authorized and unissued the right pursuant to this Section IV.H(1) to require the conversion of ("Mandatory Conversion at the Company's ------------------------------------- Election") of all, but not less than all of the then outstanding shares of Common Stock for full conversion of the Securities. Any such conversion -------- Series A Preferred Stock, which right shall be made pro-rata among all Holders exercisable by delivery of Securities and subject to a Mandatory Conversion Notice (as defined herein) in accordance with the limitations procedures set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the SecuritiesIV.H(2).

Mandatory Conversion. The Company may elect to cause all or a portion (1) Upon the closing of the principal amount sale of the Securities to convert into a number of fully paid and nonassessable shares of Common Stock equal Stock, at a price of at least $15.00 per share (subject to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in effect on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted appropriate adjustment for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and other similar recapitalizations affecting such shares), in a public offering pursuant to an effective registration statement under the likeSecurities Act of 1933, as amended, resulting in at least $10,000,000 of gross proceeds to the Corporation, (i) for each all outstanding shares of Series B Preferred Stock shall automatically be converted into shares of Common Stock, at the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such datethen effective Conversion Price, and (ii) the Common number of authorized shares of Preferred Stock issuable upon of the mandatory conversion wouldCompany shall be automatically reduced by the number of shares of Series B Preferred Stock, immediately upon issuanceand all provisions included under the caption "Series B Preferred Stock", and all references to the Series B Preferred Stock shall be Tradable deleted and shall be of no further force or effect. (iii2) we have sufficient authorized and unissued Upon the affirmative vote of the holders of a majority of the Series B Preferred Stock, (i) all outstanding shares of Series B Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective Conversion Price, and (ii) the number of authorized shares of Series B Preferred Stock for full conversion of the Securities. Any such conversion Company shall be made pro-rata among automatically reduced by the number of shares of Series B Continuation Sheet 2N Preferred Stock so converted, and all Holders of Securities and subject references to the limitations set forth Series B Preferred Stock, shall be deleted and shall be of no further force or effect. (3) The date of conversion specified in Section 9.2. On any such paragraphs (1) and (2) above shall be termed the "Mandatory Conversion Date, ". (b) All holders of record of shares of Series B Preferred Stock to be converted pursuant to this Section 5 shall be given written notice of the Company shall also pay Mandatory Conversion Date and the Holders an amount place designated for mandatory conversion of all such shares of Series B Preferred Stock pursuant to this Section 5. Such notice need not be given in cash or, at advance of the Company’s option following the Authorization Date, provided that the Equity Conditions are met as occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, to each record holder of such Series B Preferred Stock at such holder's address last shown on the records of the transfer agent for the Series B Preferred Stock (or the records of the Corporation, if it serves as its own transfer agent). Upon receipt of such notice, each holder of shares of Series B Preferred Stock so converted shall surrender his or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding Stock to which such holder is entitled pursuant to this Section 5. On the Mandatory Conversion Date, in each case equal all rights with respect to the then accrued Series B Preferred Stock so converted, including the rights, if any, to receive notices and unpaid interest on vote (other than as a holder of Common Stock) will terminate, except only the outstanding principal balance rights of the Securitiesholders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series B Preferred Stock has been converted, and payment of any accrued but unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Series B Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 4(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series B Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and canceled and the shares of Series B Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. The Corporation may thereafter take such appropriate action (without the need for Continuation Sheet 2O stockholder action) as may be necessary to reduce the authorized Series B Preferred Stock accordingly.

Mandatory Conversion. The Company may elect to cause all or a portion (a) If, at any time after the date that is sixty-six (66) months after the original issuance of the principal amount Series B Preferred Stock, for twenty (20) Trading Days in any 30-Trading Day Reference Period, the Closing Price of the Securities Common Stock exceeds 125% of the Conversion Price (as adjusted pursuant to Article VII hereof), then the Corporation shall have the right, at its option and election, to convert the then-outstanding shares of Series B Preferred Stock, in whole and not in part, into (i) at any time prior to the Majority Ownership Date, such number of shares of Common Stock as would then be permitted to be issued under Section VII.A(c)(iii), with all shares of Series B Preferred Stock not so converted into Common Stock being convertible into a number of fully paid shares of Class B Common Stock equal to the Class B Common Stock Conversion Number on the Mandatory Conversion Date, and nonassessable (ii) at any time after the Majority Ownership Date, a number of shares of Common Stock equal to the quotient Common Stock Conversion Number on the Mandatory Conversion Date; provided however, that if the Class B Common Stock Authorization shall not have occurred prior to the Mandatory Conversion Date, the Corporation shall not have the right to convert any outstanding shares of Series B Preferred Stock as provided in this paragraph. (b) Notwithstanding anything in this Section A to the contrary, the Corporation shall not have the right to convert the Series B Preferred Stock into Common Stock or Class B Common Stock pursuant to this Section A unless (i) the principal amount Corporation simultaneously exercises the right, pursuant to Section V.A of the Securities divided by (ii) the Conversion Price in effect on the date Series A Preferred Stock Certificate of such conversion Designation (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice "Series A Certificate of such Mandatory Conversion Date. Notwithstanding the foregoingDesignation"), the Company may not elect to cause all or a portion of the Securities to convert the then-outstanding shares of Series A Preferred Stock, in whole and not in part, into shares of Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such dateStock, (ii) the Common Stock issuable upon shall have been validly listed for trading on NASDAQ or another national securities exchange or quoted on a nationally recognized quotation system on each day in the mandatory conversion would30-Day Reference Period and as of the date of such conversion, immediately upon issuance, be Tradable and (iii) we have sufficient authorized the average daily trading volume in the Common Stock during the 30-Day Reference Period is at least fifty percent (50%) of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Securities Purchase Agreement, and unissued (iv) the Class B Common Stock Authorization has occurred. The Corporation may not effect any such conversion if such conversion would: (A) violate any provision of the Certificate of Incorporation or the Bylaws; (B) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under (unless such consent, waiver or approval is obtained prior to effecting such conversion), any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (C) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries other than immaterial Liens; or (D) violate any Law applicable to the Corporation or any of its Subsidiaries. The Holders agree to cooperate with the Corporation in providing such information and supplying such assistance as may be reasonably requested by the Corporation in connection with obtaining any consent, waiver or approval in respect of any Regulatory Approval required prior to effecting any such conversion. (c) Notice of a conversion of shares of Series B Preferred Stock pursuant to this Section A (a "Notice of Mandatory Conversion") shall be sent to the Holders of record by first class mail, postage prepaid, at each such Holder's address as it appears on the stock record books of the Corporation, not before the expiration of the 30-Day Reference Period and not more than six (6) Business Days subsequent to the last day of the 30-Day Reference Period. The Notice of Mandatory Conversion shall set forth the date fixed for the conversion which shall not be before, and shall not be more than 30 days after, the date of the mailing of the Notice of Mandatory Conversion (the "Mandatory Conversion Date") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to effect such conversion. From and after the Mandatory Conversion Date, all dividends on the shares of Series B Preferred Stock that are converted shall cease to accumulate and all rights of the Holders thereof as Holders shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock for full conversion of the Securities. Any such conversion shall be made pro-rata among all and Class B Common Stock to Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of on the Mandatory Conversion Date, in which case all such rights shall continue unless and until such shares of Common Stock, valued at 90% of are redeemed or converted in accordance with the Daily VWAP on the Trading Day immediately preceding terms hereof. Prior to the Mandatory Conversion Date, in each case equal Holder shall provide a written notice to the then accrued Corporation specifying the name or names in which such Holder wishes the certificate or certificates for shares of Common Stock or Class B Common Stock to be issued. If no such notice is delivered, such certificates for shares of Common Stock or Class B Common Stock and unpaid interest cash in lieu of fractional shares, if any, shall be delivered to such Holder. In case such notice shall specify a name or names other than that of such Holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock or Class B Common Stock in such name or names. Other than such taxes, the Corporation shall pay any and all documentary, stamp or similar issue or transfer taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock or Class B Common Stock on conversion of Series B Preferred Stock pursuant to this Section A. On or after the outstanding principal balance Mandatory Conversion Date, each Holder whose shares are so converted shall surrender the certificate formerly evidencing such shares of Series B Preferred Stock to the Corporation at the place designated in the Notice of Mandatory Conversion. As promptly as practical, and in any event within three (3) Business Days after the Mandatory Conversion Date, the Corporation shall deliver or cause to be delivered as directed by the Holder of shares being so converted certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock or Class B Common Stock to which such Holder shall be entitled. Except as otherwise specified in this Article V, for the purposes hereof, such conversion shall be deemed a conversion effected pursuant to Article VII and the terms and procedures set forth in Article VII shall apply. For such purpose, the applicable Conversion Date shall be the Mandatory Conversion Date. (d) In the event the Corporation delivers a Notice of Mandatory Conversion, the Corporation shall be obligated to effect the conversion described therein, provided that each of the Securitiesconditions to such conversion set forth in subsections (a), (b) and (c) above is (i) satisfied or (ii) waived by the Holders of a majority of the shares of Series B Preferred Stock then outstanding.

Mandatory Conversion. The Company may elect SECTION 5.1 (a) Subject to cause all or a portion Section 5.1(b), each share of the principal amount of the Securities to convert Series D Preferred Stock shall be automatically converted into a number of ten (10) fully paid and nonassessable shares of Class A Common Stock equal to Stock, upon the quotient occurrence of any of the following events or dates (each, a "Conversion Trigger Event"), without any action on the part of any Holder: (i) the principal amount effective time of the Securities divided by Merger provided for in Article I of the Merger Agreement; (ii) on the Conversion Price in effect first date that the sum of (A) the number of shares of Class A Common Stock into which the shares of Series D Preferred Stock then held of record and beneficially by the Initial Holder [or any Voting Permitted Transferee]*are convertible on such date and (B) the number of shares of Class A Common Stock, if any, theretofore received by the Initial Holder [or any Voting Permitted Transferee] upon conversion of shares of Series D Preferred Stock, for which shares of Class A Common Stock the Initial Holder [or any Voting Permitted Transferee] shall continue to be the record and beneficial owner as of the date of such conversion any determination under this clause (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoingii), the Company may not elect shall cease to cause all constitute 51% or a portion more of the Securities to convert into aggregate number of shares of Class A Common Stock on a Mandatory Conversion Date if, into which the shares of Series D Preferred Stock issued to the Initial Holder on the proposed Mandatory Conversion Issuance Date (i) the Daily VWAP is equal to or greater than $ were convertible into on such date (as such aggregate number may be adjusted from time to time as necessary to reflect appropriately adjusted for any stock splits, stock dividendssubdivisions, reorganizations, recapitalizations, stock combinations and similar changes to the like) for each Capital Stock of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and Issuer); (iii) we the purported sale, assignment, transfer or other disposition of a share of Series D Preferred Stock or beneficial ownership thereof [(A)] by the Initial Holder to any Person other than a Permitted Transferee [or a Voting Permitted Transferee or (B) by a Voting Permitted Transferee to any other Person]; or (iv) 2007 [FIVE YEARS FROM ISSUE DATE]; unless such share of Series D Preferred Stock shall have sufficient authorized earlier have been converted in accordance with Article 4 hereof or this Article 5. For purposes of this Section 5.1 and unissued shares ---------- * Throughout this Certificate of Common Designations, text enclosed by bold brackets applies only if the Series D Preferred Stock for full conversion is initially issued as non-voting stock as contemplated by Section 6.01(a)(iii) of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the SecuritiesInvestment Agreement.

Mandatory Conversion. The Company may elect to cause all or a portion of the principal amount of the Securities to convert into a number of fully paid (a) From 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 effect on after the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion effectiveness of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ Registration Statement (as appropriately adjusted defined in the Registration Rights Agreement) and for so long as such Registration Statement remains effective, and in the event that the Per Share Market Value is at least $4.00 per share and less than $5.00 per share for five out of any seven consecutive Trading Days, subject to adjustment for stock splits, stock dividends, reorganizations, combinations and other similar recapitalizations, and so long as the average daily trading volume during the preceding seven Trading Days is at least 50,000 shares per day, then the Company shall have the right to cause the Holders to convert up to $1,000,000 principal amount of Debentures, in the aggregate, into shares of Common Stock at the applicable Conversion Price, in accordance with this Section 6 (such date being referred to herein as the "Initial Mandatory Conversion Date"). Each Holder shall be required to convert Debentures pursuant to this Section 6(a) in the same ratio the aggregate principal amount of Debentures held by such Holder bears to the aggregate amount of Debentures outstanding prior to such conversion. (b) From and after the date of effectiveness of the Registration Statement (as defined in the Registration Rights Agreement) and for so long as such Registration Statement remains effective, and in the event that the Per Share Market Value is at least $5.00 per share for five out of any seven consecutive Trading Days, subject to adjustment for stock splits, stock dividends, combinations and other similar recapitalizations and so long as the like) for average daily trading volume during the preceding seven Trading Days is at least 50,000 shares per day, then the Company shall have the right to cause the Holders to convert the remaining outstanding aggregate principal amount of Debentures into shares of Common Stock at the applicable Conversion Price, in accordance with this Section 6 (such date being referred to herein as the "Final Mandatory Conversion Date", each of the twenty (20Initial Mandatory Conversion Date and the Final Mandatory Conversion Date collectively referred to herein as a "Mandatory Conversion Date"). Each Holder shall be required to convert Debentures pursuant to this Section 6(b) consecutive prior trading days ending on in the trading day immediately same ratio the aggregate principal amount of Debentures held by such Holder bears to the aggregate amount of Debentures outstanding prior to such dateconversion. For the avoidance of doubt, the Company and each Holder understands (i) that the Per Share Market Value referenced in sub-clause (a) above (at least $4.00 per share and less than $5.00 per share for five out of any seven consecutive Trading Days) may not occur and (ii) the Common Stock issuable upon Company may choose not to exercise any of its rights under sub-clause (a) above. In either case, once the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares conditions of Common Stock for full conversion of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securities.this

Mandatory Conversion. The Company may elect to cause all or a portion (a) If the 180-Day Average Price and the related Two-Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the principal amount original issuance of the Securities Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to convert into a number exchange the then-outstanding shares of fully paid Series B Preferred Stock, in whole and nonassessable not in part, for shares of Common Stock, as if such then-outstanding shares of Series B Preferred Stock equal had been converted by the holders thereof pursuant to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in effect Article IX hereof on the date of such conversion exchange. (b) If the “Mandatory 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Date”) Price, then the Corporation shall have the right, at its option and election, to exchange the then-outstanding shares of Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such then-outstanding shares of Series B Preferred Stock had been converted by providing thirty (30) days prior written notice the holders thereof pursuant to Article IX hereof on the date of such Mandatory Conversion Date. exchange. (c) Notwithstanding anything in this Section A to the foregoingcontrary, the Company may Corporation shall not elect have the right to cause all or a portion of exchange the Securities to convert into Series B Preferred Stock for Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date pursuant to this Section A unless (i) the Daily VWAP is equal to Common Stock shall have been validly listed for trading on the NYSE or greater than $ (other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to date of such dateexchange, (ii) the average daily trading volume in the Common Stock issuable upon during the mandatory conversion wouldrelevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, immediately upon issuance, be Tradable and (iii) we the Corporation shall have sufficient authorized obtained the Series B Shareholder Approval, (iv) as of the date of such exchange, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and unissued is available for use in connection with the offer and sale of such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for full conversion use), and (v) the Corporation simultaneously exchanges the Series A Preferred Stock pursuant to subsection (a) or (b) of Section A of Article V of the SecuritiesCertificate of Designations for the Series A Preferred Stock. Any The Corporation may not effect any such conversion exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Corporation or any of its Subsidiaries. (d) Notice of an exchange of shares of Series B Preferred Stock pursuant to this Section A (a "Notice of Exchange") shall be made pro-rata among all Holders of Securities and subject sent to the limitations holders of record of the shares of Series B Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than three Business Days subsequent to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "Exchange Date") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to effect such exchange. From and after the Exchange Date, all dividends on the shares of Series B Preferred Stock that are exchanged shall cease to accumulate and all rights of the holders thereof as holders of Series B Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed, repurchased or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series B Preferred Stock pursuant to this Section 9.2A. On or after the Exchange Date, each holder of shares of Series B Preferred Stock that are to be exchanged shall surrender the certificate evidencing such shares of Series B Preferred Stock to the Corporation at the place designated in the Notice of Exchange. On As promptly as practical, and in any such Mandatory Conversion event within three Business Days after the Exchange Date, the Company Corporation shall also pay deliver or cause to be delivered as directed by the Holders an amount in cash orholder of shares of Series B Preferred Stock being exchanged (i) certificates representing the number of validly issued, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in fully paid and nonassessable full shares of Common StockStock to which such holder shall be entitled and (ii) cash in lieu of fractional shares, valued at 90% if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the Corporation shall be obligated to effect the exchange described therein, PROVIDED that each of the Daily VWAP conditions to such exchange set forth in subsections (a), (b) and (c) above is (i) satisfied or (ii) waived by the holders of a majority of the shares of Series B Preferred Stock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section A, the Corporation shall not exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Section 2.1(c) of the Registration Rights Agreement during the period beginning on the Trading Day immediately preceding Exchange Date and ending 90 days after the Mandatory Conversion Exchange Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securities.

Mandatory Conversion. The (a) During the period on or after the 3-year anniversary of the Issue Date but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Period”), the Company may elect shall have the right, at its option, to give notice of its election to cause all or a portion Outstanding shares of the principal amount of the Securities Preferred Stock to convert be automatically converted into a that number of fully paid and nonassessable whole shares of Common Stock for each share of Preferred Stock equal to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow Xxxxx News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than 3 Business Days after the date of such the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of such any Preferred Stock pursuant to this Section 9, the Company shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the 3rd Business Day immediately following the relevant Mandatory Conversion Date. Notwithstanding the foregoing. (e) In addition to any information required by applicable law or regulation, the Company may not elect to cause all or press release and notice of a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date ifmandatory conversion described in Section 9 shall state, on the proposed Mandatory Conversion Date as appropriate: (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, Mandatory Conversion Date; (ii) the number of shares of Common Stock issuable to be issued upon the mandatory conversion would, immediately upon issuance, be Tradable of each share of Preferred Stock; and (iii) we have sufficient authorized and unissued shares of Common that dividends on the Preferred Stock for full conversion of to be converted will cease to accrue on the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of . (f) On and after the Mandatory Conversion Date, in dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock, valued Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at 90% the close of the Daily VWAP business on any Dividend Record Date and ending on the Trading Day close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding the Mandatory Conversion Datesentence with respect to a mandatory conversion pursuant to Section 9, in each case equal no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the then accrued and unpaid interest on Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the outstanding principal balance contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to Sections 9(a), (b) or (c) in the Securitiesaggregate into more than the Conversion Cap.

Mandatory Conversion. The Company may elect to cause all or a portion (a) If the 180-Day Average Price and the related Two-Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the principal amount original issuance of the Securities Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to convert into a number of fully paid exchange the Series B Preferred Stock, in whole and nonassessable not in part, for shares of Common Stock, as if such shares of Series B Preferred Stock equal had been converted by the holders thereof pursuant to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in effect Article IX hereof on the date of such conversion exchange. (b) If the “Mandatory 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Date”) Price, then the Corporation shall have the right, at its option and election, to exchange the Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such shares of Series B Preferred Stock had been converted by providing thirty (30) days prior written notice the holders thereof pursuant to Article IX hereof on the date of such Mandatory Conversion Date. exchange. (c) Notwithstanding anything in this Section A to the foregoingcontrary, the Company may Corporation shall not elect have the right to cause all or a portion of exchange the Securities to convert into Series B Preferred Stock for Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date pursuant to this Section A unless (i) the Daily VWAP is equal to Common Stock shall have been validly listed for trading on the NYSE or greater than $ (other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to date of such dateexchange, (ii) the average daily trading volume in the Common Stock issuable upon during the mandatory conversion wouldrelevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, immediately upon issuance, be Tradable and (iii) we the Corporation shall have sufficient authorized obtained the Shareholder Approval, (iv) as of the date of such exchange, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and unissued is available for use in connection with the offer and sale of such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for full conversion use), and (v) the Corporation simultaneously exchanges the Series A Preferred Stock pursuant to subsection (a) or (b) of Section A of Article V of the SecuritiesCertificate of Designations for the Series A Preferred Stock. Any The Corporation may not effect any such conversion exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Corporation or any of its Subsidiaries. (d) Notice of an exchange of shares of Series B Preferred Stock pursuant to this Section A (a "NOTICE OF EXCHANGE") shall be made pro-rata among all Holders of Securities and subject sent to the limitations holders of record of the shares of Series B Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than 45 nor fewer than 15 days prior to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "EXCHANGE DATE") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to effect such exchange. From and after the Exchange Date, all dividends on shares of Series B Preferred Stock shall cease to accumulate and all rights of the holders thereof as holders of Series B Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed, repurchased or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series B Preferred Stock pursuant to this Section 9.2A. On or after the Exchange Date, each holder of shares of Series B Preferred Stock shall surrender the certificate evidencing shares of Series B Preferred Stock to the Corporation at the place designated in the Notice of Exchange. On As promptly as practical, and in any such Mandatory Conversion event within three Business Days after the Exchange Date, the Company Corporation shall also pay deliver or cause to be delivered as directed by the Holders an amount in cash orholder of shares of Series B Preferred Stock being exchanged (i) certificates representing the number of validly issued, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in fully paid and nonassessable full shares of Common StockStock to which such holder shall be entitled and (ii) cash in lieu of fractional shares, valued at 90% if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the Corporation shall be obligated to effect the exchange described therein, PROVIDED that each of the Daily VWAP conditions to such exchange set forth in subsections (a), (b) and (c) above is (i) satisfied or (ii) waived by the holders of a majority of the shares of Series B Preferred Stock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section A, the Corporation shall not exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Section 2.1(c) of the Registration Rights Agreement during the period beginning on the Trading Day immediately preceding Exchange Date and ending 90 days after the Mandatory Conversion Exchange Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securities.

Mandatory Conversion. The Company may elect to cause all or a portion (a) Upon the closing of the principal amount sale of the Securities to convert into a number of fully paid and nonassessable shares of Common Stock equal in an underwritten firm commitment public offering pursuant to an effective registration statement under the quotient Securities Act of 1933, as amended, in which (i) the principal amount price to the public per share is at least $22.70 (subject to equitable adjustment for any stock dividend, stock split, stock split-up, combination of shares or the Securities divided by like) and (ii) the Conversion Price in effect aggregate offering price is at least $50,000,000 (based on the date market price or fair value at the time of such conversion offering) (the “IPO Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing), the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) all outstanding shares of Series A-1 Preferred Stock shall automatically be converted into shares of Common Stock, at the Daily VWAP is equal to or greater than $ (as appropriately adjusted then effective applicable conversion rate for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such dateSeries A-1 Preferred Stock, (ii) all outstanding shares of Series A-2 Preferred Stock shall automatically be converted into shares of Common Stock, at the Common then effective applicable conversion rate for Series A-2 Preferred Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized all provisions included under the caption “Preferred Stock”, and unissued all references to the Preferred Stock, shall be deleted and shall be of no further force or effect. (b) All outstanding shares of Series A-1 Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective applicable conversion rate for Series A-1 Preferred Stock and all outstanding shares of Series A-2 Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective applicable conversion rate for full Series A-2 Preferred Stock upon the conversion of more than 75% in voting power of the Securitiesaggregate number of shares of Preferred Stock at any time issued by the Corporation (other than any shares of Preferred Stock that have been redeemed or, if a Redemption Election has been made pursuant to Section 7 below, that the Corporation is required to redeem pursuant to such Section 7). Any such Such conversion shall be made pro-rata among all Holders of Securities deemed to have occurred on the date (the “Special Conversion Date” and subject to collectively with the limitations set forth in Section 9.2. On any such IPO Mandatory Conversion Date, “Mandatory Conversion Dates”) upon which the Company aggregate number of shares of Preferred Stock which have been converted to Common Stock exceeds such 75%. (c) All holders of record of shares of Preferred Stock shall also pay be given written notice of the Holders an amount relevant Mandatory Conversion Date and the place designated for mandatory conversion of all such Preferred Stock pursuant to this Section 6. Such notice need not be given in cash or, at advance of the Company’s option following the Authorization Date, provided that the Equity Conditions are met as occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, to each record holder of Preferred Stock at such holder’s address last shown on the records of the transfer agent for the Preferred Stock (or the records of the Corporation, if it serves as its own transfer agent). Upon receipt of such notice, each holder of shares of Preferred Stock shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 6. On the Mandatory Conversion Date, all outstanding shares of Preferred Stock shall be deemed to have been converted into shares of Common Stock, valued at 90% which shall be deemed to be outstanding of record, and all rights with respect to the Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock) will terminate, except for the rights of the Daily VWAP holders thereof, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive certificates for the number of shares of Common Stock into which such Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for such Preferred Stock (or lost certificate affidavit and agreement), the Corporation shall cause to be issued and delivered to such holder, or on his, her or its written order, a certificate or certificates for the Trading Day immediately preceding number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (d) All certificates evidencing shares of Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, in each case equal be deemed to have been retired and cancelled and the then accrued and unpaid interest on shares of Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the outstanding principal balance failure of the Securitiesholder or holders thereof to surrender such certificates on or prior to such date. Such converted Preferred Stock may not be reissued, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

Mandatory Conversion. The Company may elect to cause all or a portion (a) If the 180-Day Average Price and the related Two-Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the principal amount original issuance of the Securities Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to convert into a number exchange the then-outstanding shares of fully paid Series A Preferred Stock, in whole and nonassessable not in part, for shares of Common Stock, as if such then-outstanding shares of Series A Preferred Stock equal had been converted by the holders thereof pursuant to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in effect Article IX hereof on the date of such conversion exchange. (b) If the “Mandatory 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Date”) Price, then the Corporation shall have the right, at its option and election, to exchange the then-outstanding shares of Series A Preferred Stock, in whole and not in part, for shares of Common Stock, as if such then-outstanding shares of Series A Preferred Stock had been converted by providing thirty (30) days prior written notice the holders thereof pursuant to Article IX hereof on the date of such Mandatory Conversion Date. exchange. (c) Notwithstanding anything in this Section A to the foregoingcontrary, the Company may Corporation shall not elect have the right to cause all or a portion of exchange the Securities to convert into Series A Preferred Stock for Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date pursuant to this Section A unless (i) the Daily VWAP is equal to Common Stock shall have been validly listed for trading on the NYSE or greater than $ (other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to date of such dateexchange, (ii) the average daily trading volume in the Common Stock issuable upon during the mandatory conversion wouldrelevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, immediately upon issuance, be Tradable and (iii) we the Corporation shall have sufficient authorized obtained the Series A Shareholder Approval, (iv) as of the date of such exchange, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and unissued is available for use in connection with the offer and sale of such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for full conversion use), and (v) the Corporation simultaneously exchanges any issued and outstanding Series B Preferred Stock pursuant to subsection (a) or (b) of Section A of Article V of the SecuritiesCertificate of Designations for the Series B Preferred Stock. Any The Corporation may not effect any such conversion exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Corporation or any of its Subsidiaries. (d) Notice of an exchange of shares of Series A Preferred Stock pursuant to this Section A (a "Notice of Exchange") shall be made pro-rata among all Holders of Securities and subject sent to the limitations holders of record of the shares of Series A Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than three Business Days subsequent to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "Exchange Date") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to effect such exchange. From and after the Exchange Date, all dividends on the shares of Series A Preferred Stock that are exchanged shall cease to accumulate and all rights of the holders thereof as holders of Series A Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series A Preferred Stock pursuant to this Section 9.2A. On or after the Exchange Date, each holder of shares of Series A Preferred Stock that are to be exchanged shall surrender the certificate evidencing such shares of Series A Preferred Stock to the Corporation at the place designated in the Notice of Exchange. On As promptly as practical, and in any such Mandatory Conversion event within three Business Days after the Exchange Date, the Company Corporation shall also pay deliver or cause to be delivered as directed by the Holders an amount holder of shares of Series A Preferred Stock being exchanged (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitled and (ii) cash in cash orlieu of fractional shares, at if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the Company’s option following purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the Authorization terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the Corporation shall be obligated to effect the exchange described therein, provided that the Equity Conditions are met as each of the Mandatory Conversion Dateconditions to such exchange set forth in subsections (a), (b) and (c) above is (i) satisfied or (ii) waived by the holders of a majority of the shares of Series A Preferred Stock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in shares of Common Stockthe event the Corporation effects an exchange pursuant to this Section A, valued at 90% the Corporation shall not exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Section 2.1(c) of the Daily VWAP Registration Rights Agreement during the period beginning on the Trading Day immediately preceding Exchange Date and ending 90 days after the Mandatory Conversion Exchange Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securities.

Mandatory Conversion. The Company may elect to cause all or a portion Provided that the average daily trading volume of shares of the principal amount Corporation’s Common Stock for the ten (10) consecutive trading days immediately prior to a date which shall be the expiration of each of the Securities to convert into a number of fully paid and nonassessable three (3) Anniversary Years immediately following the Closing Date shall be not less than 50,000 shares of Common Stock equal Stock, to the quotient extent not previously converted into DSKX Conversion Shares, if, and only if, required by the Board of Directors of the Corporation by written notice to Photomedex or its PHMD Transferees: (i) the principal amount up to one-third (1/3) of the Securities divided 2,000,000 shares of Series A Preferred Stock (a maximum of 666,666 shares of Series A Preferred Stock) shall be subject to mandatory conversion into DSKX Conversion Shares, at the DSKX Per Share Conversion Price, in the event that all DSKX Conversion Shares issued and/or issuable upon conversion of 666,666 shares of DSKX Series A Preferred Stock, when multiplied by (ii) the Conversion Price in effect on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion volume weighted average of the Securities to convert into closing prices of the Corporation’s Common Stock, as traded on any National Stock on a Mandatory Conversion Date ifExchange, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending (the “20-day VWAP”) which shall end on first Anniversary Year (or, if not a trading day, the trading day immediately prior to such datethereto), shall equal or exceed $8,333,333, (ii) up to two-thirds (2/3) of the Common 2,000,000 shares of Series A Preferred Stock issuable upon the (a maximum of 1,333,333 shares of Series A Preferred Stock) shall be subject to mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory into DSKX Conversion Date, the Company shall also pay the Holders an amount in cash orShares, at the Company’s option following DSKX Per Share Conversion Price, in the Authorization Dateevent that all DSKX Conversion Shares issued and/or issuable upon conversion of 1,333,333 shares of Series A Preferred Stock, provided when multiplied by the 20-day VWAP which shall end on the second Anniversary Year (or, if not a trading day, the trading day immediately prior thereto), shall equal or $16,666,667, and (C) up to the entire remaining outstanding shares of Series A Preferred Stock shall be subject to mandatory conversion into DSKX Conversion Shares, at the DSKX Per Share Conversion Price, in the event that all DSKX Conversion Shares issued and/or issuable upon conversion of all 2,000,000 shares of Series A Preferred Stock, when multiplied by the Equity Conditions are met as 20-day VWAP which shall end on the end of the Mandatory Conversion Datethird Anniversary Year (or, in shares if not a trading day, the trading day immediately prior thereto), shall equal or exceed $25,000,000. 1 First anniversary of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securities.issuance date Exhibit A to

Mandatory Conversion. The Company may elect to cause all or a portion (i) Each share of Series B Preferred Stock shall, at --- -------------------- the option of the principal amount of Corporation (as determined by the Securities to convert Common Stock Directors), automatically be converted into a number of fully paid and nonassessable shares of Class B Common Stock equal to in accordance with paragraph A(5)(a)(i) above if at any time after the quotient second anniversary of (i) the date the first share of Series B Preferred Stock is issued the Closing Common Stock Market Price is more than 200% of the Conversion Price then in effect for sixty consecutive trading days. The "Closing Common Stock Market Price" for any --------------------------------- day means the last sale price regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices regular way, in either case as reported on the principal amount national securities exchange on which shares of Common Stock are listed or admitted to trading, or, if shares of Common Stock are not listed or admitted to trading on any national securities exchange but are designated as national market system securities by the National Association of Securities Dealers, Inc. ("NASD"), the last sale price, or, in case no such sale takes place on such ---- day, the average of the Securities divided closing bid and asked prices, in either case as reported on the NASD Automated Quotation/National Market System, or if shares of Common Stock are not so designated as national market system securities, the average of the highest reported bid and lowest reported asked prices as furnished by the NASD (or any similar organization if the NASD is no longer reporting such information). If at any time after the second anniversary of the date the first share of Series B Preferred Stock is issued shares of Common Stock are not publicly traded as contemplated by the foregoing sentence, this paragraph A(5)(l) shall be of no further force and effect. (ii) If the Conversion Price in effect Corporation has elected to convert Series B Preferred Stock into Class B Common Stock pursuant to paragraph A(5)(l)(i) above, the Corporation will provide notice of mandatory conversion of shares of Series B Preferred Stock to each holder of record of Series B Preferred Stock not less than fifteen nor more than sixty days prior to the date fixed for conversion by first class mail, postage prepaid, to each holder at such holder's address as it appears on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion stock register of the Securities Corporation. The Corporation's obligation to convert into deliver shares of Class B Common Stock on a Mandatory Conversion Date shall be deemed fulfilled if, on the proposed Mandatory Conversion Date (i) mandatory conversion date, the Daily VWAP is equal Corporation shall deposit with a bank or trust company in Philadelphia, Pennsylvania having a capital of at least $50,000,000, such number of shares of Class B Common Stock as are required to or greater than $ (as appropriately adjusted be delivered by the Corporation upon the conversion of Series B Preferred Stock in trust for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each account of holders of the twenty (20) consecutive prior trading days ending on the trading day immediately prior shares to such datebe converted, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securities.with

Mandatory Conversion. The Company 2.1 Upon the closing of a New Securities Offering, (i) all principal and accrued but unpaid interest on this Note shall be automatically converted into shares of the Company’s newly-designated Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), at a conversion ratio of one (1) share of Series B Preferred Stock for every $1,000 of unpaid principal and accrued interest due under this Note as of the closing of the New Securities Offering, and (ii), each holder of shares of Series B Preferred Stock (each, a “Series B Holder”) shall be granted the right, exercisable at any time on and after the closing of the Offering but on or prior to April 1, 2008 (the “Exercise Period”), to convert shares of Series B Preferred Stock into New Securities pursuant to Section 2.2 hereof (the “Series B Participation Right”). 2.2 At any time during the Exercise Period, a Series B Holder may elect to cause all exercise such holder’s Series B Participation Right by delivering to the Company a duly executed binding subscription agreement for the purchase of New Securities, including the additional signature page thereto, duly completed in accordance with the terms of such subscription agreement (together with the applicable purchase price for such New Securities), and upon such delivery the Company shall convert shares of Series B Preferred Stock held by, or a portion deliverable by the Company upon surrender by the Holder of the principal amount Note to, such Series B Holder into New Securities on the following basis: for every $1,000 of New Securities purchased by such Series B Holder in the New Securities Offering during the Exercise Period, the Company shall convert, for no additional consideration, one (1) share of Series B Preferred Stock into one (1) share of Series A Preferred Stock and a warrant to convert into purchase a number of fully paid and nonassessable shares of the Common Stock (as defined below) equal to 50% of the number of shares of Common Stock equal into which one (1) share of Series A Preferred Stock may be converted as of the closing of the New Securities Offering. 2.3 Upon conversion of this Note in accordance with the terms of this Sections 2.1 and/or 2.2, the applicable amount of outstanding principal and accrued unpaid interest of the Note shall be converted without any further action by the Holder and whether or not the Note is surrendered to the quotient Company or its transfer agent. The Company shall not be obligated to issue certificates evidencing the New Securities or Series B Preferred Stock, as applicable, unless the Note is either delivered to the Company or its transfer agent, or the Holder notifies the Company or its transfer agent that such Note has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such Note. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification, issue and deliver to such Holder of (i) such Note, a certificate or certificates for the principal amount securities to which the Holder shall be entitled. Such conversion shall be deemed to have been made upon the close of the New Securities divided by (ii) the Conversion Price in effect on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion DateOffering. Notwithstanding the foregoing, the Company may not elect The person or persons entitled to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock receive securities issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion of the Securities. Any such conversion shall be made pro-rata among treated for all Holders purposes as the record holder or holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Datesecurities on such date. 2.4 For purposes of this Note, the Company term “New Securities Offering” shall also pay the Holders an amount in cash or, at mean the Company’s option following the Authorization Date, provided private offering to a limited number of “accredited investors,” as that the Equity Conditions are met as term is defined by Rule 501(a) of Regulation D of the Mandatory Conversion DateSecurities Act, in of shares of the Company’s newly-designated Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), and warrants (“Warrants” and, together with the Series A Preferred Stock, the “New Securities”) to purchase shares of Common Stock, valued for an aggregate purchase price of at 90% least $500,000, pursuant to that certain Confidential Private Placement Memorandum, dated as of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion DateFebruary 28, in each case equal 2008, as it may be amended, restated, supplemented or otherwise modified from time to the then accrued and unpaid interest on the outstanding principal balance of the Securitiestime.

Mandatory Conversion. The Company may elect to cause all or a portion of the principal amount of the Securities to convert into a number of fully paid (a) From 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 effect on after the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion effectiveness of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ Registration Statement (as appropriately adjusted defined in the Registration Rights Agreement) and for so long as such Registration Statement remains effective, and in the event that the Per Share Market Value is at least $4.00 per share and less than $5.00 per share for five out of any seven consecutive Trading Days, subject to adjustment for stock splits, stock dividends, reorganizations, combinations and other similar recapitalizations, and so long as the average daily trading volume during the preceding seven Trading Days is at least 50,000 shares per day, then the Company shall have the right to cause the Holders to convert up to $1,000,000 principal amount of Debentures, in the aggregate, into shares of Common Stock at the applicable Conversion Price, in accordance with this Section 6 (such date being referred to herein as the "Initial Mandatory Conversion Date"). Each Holder shall be required to convert Debentures pursuant to this Section 6(a) in the same ratio the aggregate principal amount of Debentures held by such Holder bears to the aggregate amount of Debentures outstanding prior to such conversion. (b) From and after the date of effectiveness of the Registration Statement (as defined in the Registration Rights Agreement) and for so long as such Registration Statement remains effective, and in the event that the Per Share Market Value is at least $5.00 per share for five out of any seven consecutive Trading Days, subject to adjustment for stock splits, stock dividends, combinations and other similar recapitalizations and so long as the like) for average daily trading volume during the preceding seven Trading Days is at least 50,000 shares per day, then the Company shall have the right to cause the Holders to convert the remaining outstanding aggregate principal amount of Debentures into shares of Common Stock at the applicable Conversion Price, in accordance with this Section 6 (such date being referred to herein as the "Final Mandatory Conversion Date", each of the twenty (20Initial Mandatory Conversion Date and the Final Mandatory Conversion Date collectively referred to herein as a "Mandatory Conversion Date"). Each Holder shall be required to convert Debentures pursuant to this Section 6(b) consecutive prior trading days ending on in the trading day immediately same ratio the aggregate principal amount of Debentures held by such Holder bears to the aggregate amount of Debentures outstanding prior to such dateconversion. For the avoidance of doubt, the Company and each Holder understands (i) that the Per Share Market Value referenced in sub-clause (a) above (at least $4.00 per share and less than $5.00 per share for five out of any seven consecutive Trading Days) may not occur and (ii) the Common Stock issuable upon Company may choose not to exercise any of its rights under sub-clause (a) above. In either case, once the conditions of this sub-clause (b) are met, the Company may exercise its right to cause the Holders to convert all of the outstanding aggregate principal amount of Debentures pursuant to the provisions of this sub-clause (b). (c) The Company will send each Holder written notice of any Mandatory Conversion Date and the place designated for mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject Debentures pursuant to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securities.this

Mandatory Conversion. The (a) During the period on or after the 3-year anniversary of the Issue Date but prior to the 5-year anniversary of the Issue Date (the “First Mandatory Conversion Period”), the Company may elect shall have the right, at its option, to give notice of its election to cause all or a portion Outstanding shares of the principal amount of the Securities Preferred Stock to convert be automatically converted into a that number of fully paid and nonassessable whole shares of Common Stock for each share of Preferred Stock equal to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(a) only if the Weighted Average Price of the Common Stock equals or exceeds 140% (such percentage, the “First Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (b) During the period on or after the 5-year anniversary of the Issue Date but prior to the 7-year anniversary of the Issue Date (the “Second Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9 only if the Weighted Average Price of the Common Stock equals or exceeds 115% (such percentage, the “Second Mandatory Conversion Premium”) of the then-current Conversion Price for at least 20 Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (c) On or after the 7-year anniversary of the Issue Date (the “Final Mandatory Conversion Period”), the Company shall have the right, at its option, to give notice of its election to cause all Outstanding shares of Preferred Stock to be automatically converted into that number of whole shares of Common Stock for each share of Preferred Stock equal to the Conversion Rate in effect on the Mandatory Conversion Date (subject to the limitations set forth in Section 11), with cash in lieu of any fractional share pursuant to Section 10. The Company may exercise its right to cause a mandatory conversion pursuant to this Section 9(c) only if the Weighted Average Price of the Common Stock equals or exceeds the Conversion Price for at least 10 consecutive Trading Days, ending on, and including, the Trading Day immediately preceding the Business Day on which the Company issues a press release announcing the mandatory conversion as described in Section 9(d). (d) To exercise any mandatory conversion right described in Sections 9(a) through 9(c), the Company must issue a press release for publication on the Dow Xxxxx News Service or Bloomberg Business News (or if either such service is not available, another broadly disseminated news or press release service selected by the Company) prior to the open of business on the first Trading Day following any date on which the condition described in any of Sections 9(a) through 9(c) is met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders of the Preferred Stock (not later than three Business Days after the date of such the press release) of the mandatory conversion announcing the Company’s intention to convert the Preferred Stock. The conversion date will be a date selected by the Company (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice and will be no fewer than 15 Trading Days, nor more than 20 Trading Days, after the date on which the Company issues the press release described in this Section 9(d). Upon conversion of such any Preferred Stock pursuant to this Section 9, the Company shall deliver to the applicable Holder the applicable number of shares of Common Stock, together with any applicable cash payment in lieu of any fractional share of Common Stock, on the third Business Day immediately following the relevant Mandatory Conversion Date. Notwithstanding the foregoing. (e) In addition to any information required by applicable law or regulation, the Company may not elect to cause all or press release and notice of a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date ifmandatory conversion described in Section 9 shall state, on the proposed Mandatory Conversion Date as appropriate: (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, Mandatory Conversion Date; (ii) the number of shares of Common Stock issuable to be issued upon the mandatory conversion would, immediately upon issuance, be Tradable of each share of Preferred Stock; and (iii) we have sufficient authorized and unissued shares of Common that dividends on the Preferred Stock for full conversion of to be converted will cease to accrue on the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of . (f) On and after the Mandatory Conversion Date, in dividends shall cease to accrue on the Preferred Stock called for a mandatory conversion pursuant to Section 9 and all rights of Holders of such Preferred Stock shall terminate except for the right to receive the whole shares of Common Stock, valued Stock issuable upon conversion thereof with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10. The full amount of any dividend payment with respect to the Preferred Stock called for a mandatory conversion pursuant to Section 9 on a date during the period beginning at 90% the close of the Daily VWAP business on any Dividend Record Date and ending on the Trading Day close of business on the corresponding Dividend Payment Date shall be payable on such Dividend Payment Date to the record holder of such share at the close of business on such Dividend Record Date if such share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding the Mandatory Conversion Datesentence with respect to a mandatory conversion pursuant to Section 9, in each case equal no payment or adjustment shall be made upon conversion of Preferred Stock for dividends with respect to the then accrued and unpaid interest on Common Stock issued upon such conversion thereof. (g) Notwithstanding anything to the outstanding principal balance contrary in this Section 9, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to Sections 9(a), (b) or (c) in the Securitiesaggregate into more than the Conversion Cap.

Mandatory Conversion. The Company may elect to cause all Each share of 7.50% Preferred will automatically convert (unless previously converted at the option of the Corporation in accordance with Section 7, at the option of the Holder in accordance with Section 8, or a portion of Merger Early Settlement has occurred in accordance with Section 9) on July 1, 2006 (the principal amount of the Securities to convert “Mandatory Conversion Date”), into a number of fully paid and nonassessable newly issued shares of Common Stock equal to the quotient of Conversion Rate (i) the principal amount of the Securities divided by (ii) the Conversion Price as defined in effect Section 10 below). Dividends on the date shares of 7.50% Preferred shall cease to accrue and such conversion (shares of 7.50% Preferred shall cease to be outstanding on the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding The Holders on the foregoing, the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date ifshall have the right to receive a dividend payment of cash, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion Stock, or any combination thereof (in each case, in accordance with the provisions of Section 3(i) hereof), as the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth Corporation determines in Section 9.2. On any such Mandatory Conversion Dateits sole discretion, the Company shall also pay the Holders in an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met equal to any accrued and unpaid dividends on 7.50% Preferred as of the Mandatory Conversion DateDate (other than previously declared dividends on 7.50% Preferred payable to a Holder of record as of a prior date), whether or not declared, out of legally available assets of the Corporation. To the extent the Corporation pays some or all of such dividend in shares of Common Stock, valued at 90the number of shares of Common Stock issuable to a Holder in respect of such accrued and unpaid dividends shall equal the amount of accrued and unpaid dividends on 7.50% Preferred on the Mandatory Conversion Date that the Corporation determines to pay in shares of Common Stock divided by the Current Market Price (as defined below). The Corporation shall make such arrangements as it deems appropriate for the issuance of certificates, if any, representing Common Stock, and for the payment of cash, if any, in respect of accrued and unpaid dividends (whether or not earned or declared) on 7.50% Preferred, if any, or cash in lieu of fractional shares of Common Stock, if any, in exchange for and contingent upon surrender of certificates representing the shares of 7.50% Preferred (if such shares are held in certificated form). The Corporation may defer the payment of dividends on Common Stock issuable upon conversion of shares of 7.50% Preferred and the voting thereof until, and make such payment and voting contingent upon, the surrender of the Daily VWAP certificates representing the shares of 7.50% Preferred, provided that the Corporation shall give the Holders of the shares of 7.50% Preferred such notice of any such actions as the Corporation deems appropriate and upon such surrender such Holders shall be entitled to receive such dividends declared and paid on the Trading Day immediately preceding such Common Stock subsequent to the Mandatory Conversion Date, . Amounts payable in each case equal to the then accrued and unpaid interest on the outstanding principal balance cash in respect of the Securitiesshares of 7.50% Preferred or in respect of such Common Stock shall not bear interest. Transfer or similar taxes in connection with the issuance of Common Stock to any person other than the Holder will be paid by the Holder.

Mandatory Conversion. The Company may elect to cause all or a portion (i) Each share of Series A Preferred Stock shall, at --- -------------------- the option of the principal amount of Corporation (as determined by the Securities to convert Common Stock Directors), automatically be converted into a number of fully paid and nonassessable shares of Common Stock equal to in accordance with paragraph A(5)(a)(i) above if at any time after the quotient second anniversary of (i) the date the first share of Series A Preferred Stock is issued the Closing Common Stock Market Price is more than 200% of the Conversion Price then in effect for sixty consecutive trading days. The "Closing Common Stock Market Price" for any day means --------------------------------- the last sale price regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices regular way, in either case as reported on the principal amount national securities exchange on which shares of Common Stock are listed or admitted to trading, or, if shares of Common Stock are not listed or admitted to trading on any national securities exchange but are designated as national market system securities by the National Association of Securities Dealers, Inc. ("NASD"), the last sale price, or, in case no such sale takes place on such ---- day, the average of the Securities divided closing bid and asked prices, in either case as reported on the NASD Automated Quotation/National Market System, or if shares of Common Stock are not so designated as national market system securities, the average of the highest reported bid and lowest reported asked prices as furnished by the NASD (or any similar organization if the NASD is no longer reporting such information). If at any time after the date the first share of Series A Preferred Stock is issued shares of Common Stock are not publicly traded as contemplated by the foregoing sentence, this paragraph A(5)(l) shall be of no further force and effect. (ii) If the Conversion Price in effect on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion of the Securities Corporation has elected to convert Series A Preferred Stock into Common Stock pursuant to paragraph A(5)(l)(i) above, the Corporation will provide notice of mandatory conversion of shares of Series A Preferred Stock to each holder of record of Series A Preferred Stock not less than fifteen nor more than sixty days prior to the date fixed for conversion by first class mail, postage prepaid, to each holder at such holder's address as it appears on a Mandatory Conversion Date the stock register of the Corporation. The Corporation's obligation to deliver shares of Common Stock shall be deemed fulfilled if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such mandatory conversion date, (ii) the Common Stock issuable upon the mandatory conversion wouldCorporation shall deposit with a bank or trust company in Philadelphia, immediately upon issuancePennsylvania having a capital of at least $50,000,000, be Tradable and (iii) we have sufficient authorized and unissued such number of shares of Common Stock as are required to be delivered by the Corporation upon the conversion of Series A Preferred Stock in trust for full the account of holders of the shares to be converted, with irrevocable instructions and authority to such bank or trust company that such shares be delivered upon conversion of the Securitiesshares of Series A Preferred Stock so called for conversion. Any such Provided the Corporation has fulfilled its obligation to deposit shares as provided in the foregoing sentence, effective on the conversion date fixed by the Corporation and notified to the holders of Series A Preferred Stock, each outstanding share of Series A Preferred Stock shall be made pro-rata among all Holders of Securities converted into fully paid and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in non- assessable shares of Common Stock at the Conversion Price then in effect, automatically and without any action on the part of any holder of shares of Series A Preferred Stock, valued at 90% and such shares of Common Stock shall be deemed outstanding from and after the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securitiesconversion date.

Mandatory Conversion. The Company may elect to cause all or a portion (a) Upon the closing of the principal amount sale of the Securities to convert into a number of fully paid and nonassessable shares of Common Stock equal Stock, at a price of at least $3.85 per share (subject to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in effect on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted appropriate adjustment for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and other similar recapitalizations affecting such shares), in a public offering pursuant to an effective registration statement under the likeSecurities Act of 1933, as amended, resulting in at least $7,500,000 of gross proceeds to the Corporation (the "Mandatory Conversion Date"), (i) for each all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock, at the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, then effective conversion rate and (ii) the Common number of authorized shares of Preferred Stock issuable upon shall be automatically reduced by the number of shares of Preferred Stock that had been designated as Series A Preferred Stock, and all provisions included under the caption "Series A Convertible Preferred Stock", and all references to the Series A Preferred Stock, shall be deleted and shall be of no further force or effect. (b) All holders of record of shares of Series A Preferred Stock shall be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued of all such shares of Common Series A Preferred Stock for full conversion pursuant to this Section 5. Such notice need not be given in advance of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, to each record holder of Series A Preferred Stock at such holder's address last shown on the records of the transfer agent for the Series A Preferred Stock (or the records of the Corporation, if it serves as its own transfer agent). Upon receipt of such notice, each holder of shares of Series A Preferred Stock shall surrender his or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding Stock to which such holder is entitled pursuant to this Section 5. On the Mandatory Conversion Date, in each case equal all rights with respect to the then accrued Series A Preferred Stock so converted, including the rights, if any, to receive notices and unpaid interest on vote (other than as a holder of Common Stock) will terminate, except only the outstanding principal balance rights of the Securitiesholders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Series A Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his or its written order, a certificate or CONTINUATION SHEET 12A certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 4(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. The Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized Series A Preferred Stock accordingly.

Mandatory Conversion. The Company may (a) Upon satisfaction of both of the following criteria: (i) the weighted average of the publicly available trading price per share of Common Stock on the principal stock exchange on which the Common Stock is traded in the United States shall be in excess of Ten Dollars ($10) for a consecutive forty-five (45) day period and (ii) upon conversion (x) the shares of Common Stock into which the shares of Series A Preferred Stock would be converted would be freely tradable without restriction and (y) there is sufficient daily trading volume to make an orderly sale of such shares feasible, then the Corporation shall have the option (but not the obligation) to elect to cause all or a portion (but not less than all) of the principal amount shares of the Securities Series A Preferred Stock to convert be converted into a number of fully paid and nonassessable shares of Common Stock at a "Mandatory Conversion Price" equal to the quotient of (i) the principal amount lesser of the Securities divided by (ii) the Series A Conversion Price in effect at the time of conversion or Nine Dollars ($9) per share of Common Stock. However, in the event at any time prior to the Mandatory Conversion Date as defined below there shall have occurred any reduction in the number of shares of Common Stock outstanding below the number of such shares outstanding on the date of the original issuance of the Series A Preferred shares (the "Original Issue Date"), whether through reverse stock splits, share buybacks, or any other means, the Nine Dollar ($9) maximum conversion price referred to above shall be reduced in proportion to such reduction in the number of Common Shares outstanding. The effective date of such conversion (the “"Mandatory Conversion Date”") by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to specified by the limitations set forth Corporation in Section 9.2accordance with Subsection 5(b) below. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, (i) all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the Mandatory Conversion Price and (ii) such shares may not be reissued by the Corporation as shares of any class or series. (b) All holders of record of shares of Series A Preferred Stock shall be given at least ten (10) days written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 5. Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation Law, to each record holder of Series A Preferred Stock. Upon receipt of such notice, each holder of shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 5. On the Mandatory Conversion Date, all outstanding shares of Series A Preferred Stock shall be deemed to have been converted into shares of Common Stock, valued at 90% which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate, except only the rights of the Daily VWAP holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Series A Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his, her or its written order, a certificate or certificates for the Trading Day immediately preceding number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 4(b) above in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, in each case equal be deemed to have been retired and cancelled and the then accrued and unpaid interest on shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the outstanding principal balance failure of the Securitiesholder or holders thereof to surrender such certificates on or prior to such date. Such converted Series A Preferred Stock may not be reissued as shares of any class or Series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

Mandatory Conversion. The Company may elect to cause all or a portion (a) If the 180-Day Average Price and the related Two-Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the principal amount original issuance of the Securities Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to convert into a number exchange the then-outstanding shares of fully paid Series B Preferred Stock, in whole and nonassessable not in part, for shares of Common Stock, as if such then-outstanding shares of Series B Preferred Stock equal had been converted by the holders thereof pursuant to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in effect Article IX hereof on the date of such conversion exchange. (b) If the “Mandatory 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Date”) Price, then the Corporation shall have the right, at its option and election, to exchange the then-outstanding shares of Series B Preferred Stock, in whole and not in part, for shares of Common Stock, as if such then-outstanding shares of Series B Preferred Stock had been converted by providing thirty (30) days prior written notice the holders thereof pursuant to Article IX hereof on the date of such Mandatory Conversion Date. exchange. (c) Notwithstanding anything in this Section A to the foregoingcontrary, the Company may Corporation shall not elect have the right to cause all or a portion of exchange the Securities to convert into Series B Preferred Stock for Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date pursuant to this Section A unless (i) the Daily VWAP is equal to Common Stock shall have been validly listed for trading on the NYSE or greater than $ (other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to date of such dateexchange, (ii) the average daily trading volume in the Common Stock issuable upon during the mandatory conversion wouldrelevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, immediately upon issuance, be Tradable and (iii) we the Corporation shall have sufficient authorized obtained the Series B Shareholder Approval, (iv) as of the date of such exchange, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and unissued is available for use in connection with the offer and sale of such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for full conversion use), and (v) the Corporation simultaneously exchanges the Series A Preferred Stock pursuant to subsection (a) or (b) of Section A of Article V of the SecuritiesCertificate of Designations for the Series A Preferred Stock. Any The Corporation may not effect any such conversion exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Corporation or any of its Subsidiaries. (d) Notice of an exchange of shares of Series B Preferred Stock pursuant to this Section A (a "NOTICE OF EXCHANGE") shall be made pro-rata among all Holders of Securities and subject sent to the limitations holders of record of the shares of Series B Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than three Business Days subsequent to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "EXCHANGE DATE") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to effect such exchange. From and after the Exchange Date, all dividends on the shares of Series B Preferred Stock that are exchanged shall cease to accumulate and all rights of the holders thereof as holders of Series B Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed, repurchased or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series B Preferred Stock pursuant to this Section 9.2A. On or after the Exchange Date, each holder of shares of Series B Preferred Stock that are to be exchanged shall surrender the certificate evidencing such shares of Series B Preferred Stock to the Corporation at the place designated in the Notice of Exchange. On As promptly as practical, and in any such Mandatory Conversion event within three Business Days after the Exchange Date, the Company Corporation shall also pay deliver or cause to be delivered as directed by the Holders an amount in cash orholder of shares of Series B Preferred Stock being exchanged (i) certificates representing the number of validly issued, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in fully paid and nonassessable full shares of Common StockStock to which such holder shall be entitled and (ii) cash in lieu of fractional shares, valued at 90% if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the Corporation shall be obligated to effect the exchange described therein, PROVIDED that each of the Daily VWAP conditions to such exchange set forth in subsections (a), (b) and (c) above is (i) satisfied or (ii) waived by the holders of a majority of the shares of Series B Preferred Stock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section A, the Corporation shall not exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Section 2.1(c) of the Registration Rights Agreement during the period beginning on the Trading Day immediately preceding Exchange Date and ending 90 days after the Mandatory Conversion Exchange Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securities.

Mandatory Conversion. The (a) Subject to the provisions of Section 8 below, the Company may elect shall have the right to cause convert, at any time or from time to time, any or all or a portion shares of the principal amount of the Securities to convert Series A Preferred Stock into a that number of fully paid and nonassessable shares of Common Stock equal into which such share or shares of Series A Preferred Stock are then convertible pursuant to Section 6 hereof. The Company may exercise its conversion rights under this Section 7 by giving the quotient of (i) the principal amount holder or holders of the Securities divided by (ii) the Conversion Price in effect on the date shares of such conversion (the “Mandatory Conversion Date”) by providing Series A Preferred Stock to be converted at least thirty (30) days prior written notice of the date on which such Mandatory conversion shall become effective (a "Section 7 Conversion Date"), whereupon the share or shares of Series A Preferred Stock shall, subject to the provisions of Section 8 below, be automatically converted (without any action on the part of the holder or holders thereof) into shares of Common Stock in accordance with the provisions of the first sentence of this Section 7(a). Notwithstanding The holder or holders of any shares of Series A Preferred Stock converted into shares of Common Stock pursuant to this Section 7(a) shall be entitled to payment of any dividends declared but unpaid with respect to the foregoingrespective number of such shares of Series A Preferred Stock owned by such holder or holders. (b) On each Section 7 Conversion Date, the Company may not elect to cause all holder or a portion holders of the Securities shares of Series A Preferred Stock to convert be converted into Common Stock on a Mandatory such Section 7 Conversion Date ifin accordance with the provisions of Section 7(a) hereof, shall deliver to the Company, at the office of the Company or any transfer agent of the Company for the Series A Preferred Stock as may be designated by the Company, the certificate or certificates for such shares of Series A Preferred Stock, duly endorsed or assigned in blank or to the Company (if required by it). Conversion shall be deemed to have been effected on the proposed Mandatory applicable Section 7 Conversion Date (i) regardless of whether or not the Daily VWAP is equal to holder or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each holders of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Series A Preferred Stock to be converted on such Section 7 Conversion Date shall have complied with their respective obligations provided for full conversion in the foregoing sentence of the Securitiesthis Section 7(b). Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in As promptly as practicable after any Section 9.2. On any such Mandatory 7 Conversion Date, the Company shall also pay issue and deliver to or upon the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as written order of the Mandatory holder or holders of the shares of Series A Preferred Stock converted on such Section 7 Conversion Date, in to the place designated by such holder or holders, a certificate or certificates for the number of full shares of Common StockStock to which such holder or holders are entitled and a check or cash in respect of any fractional interest in a share of Common Stock as provided in Section 7(c) hereof and a check or cash in payment of all dividends declared but unpaid, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal if any (to the then accrued and unpaid interest on extent permissible under law), with respect to the outstanding principal balance shares of the Securities.Series A Preferred Stock so

Mandatory Conversion. The Company may elect to cause all or a portion (a) If (x) at any time after the one (1) year anniversary of the principal amount Original Issue Date, the Market Price of the Securities Common Stock exceeds $23.00 per share (as adjusted to convert reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), then effective as of the close of business on the last trading day of the thirty (30) day period in which the Market Price so exceeds $23.00 per share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), or (y) the Corporation enters into a number binding agreement in respect of fully paid a Sale of the Company in which the per-share purchase price of the Common Stock in connection with such Sale of the Company is less than $23.00 per share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and nonassessable like occurrences) and the Majority Holders did not exercise their Holder Corporation Sale Optional Redemption right, if applicable, or the Corporation does not exercise its Corporation Optional Redemption right, then all outstanding shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock equal to at the quotient of (i) the principal amount then effective Conversion Rate as of the Securities divided by (ii) the Conversion Price in effect close of business on the date last day of such conversion thirty day period or the day immediately preceding the consummation of such Sale of the Company, as the case may be (either of such date, the “Mandatory Conversion Date”). The Corporation shall file a Certificate of Elimination with the Secretary of State of the State of Delaware terminating this Certificate of Designation as soon as practicable after the Mandatory Conversion Date. (b) by providing All holders of record of shares of Series A Preferred Stock shall be given written notice of the applicable Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Series A Preferred Stock pursuant to this Section 10. Such notice shall be given (x) in the case of Section 10 (a) (x), within five (5) business days after the occurrence of the Market Price exceeding $23.00 per share (as adjusted to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences), or (y) in the case of Section 10 (a) (y), thirty (30) days prior written notice to the consummation of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion Sale of the Securities Company. Such notice shall be sent by overnight courier or first class or registered mail, postage prepaid, to convert into Common each record holder of applicable Series A Preferred Stock on a Mandatory Conversion Date if, at such holder’s address last shown on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each records of the twenty transfer agent for Series A Preferred Stock (20) consecutive prior trading days ending on or the trading day immediately prior records of the Corporation, if it serves as its own transfer agent). Upon receipt of such notice, each holder of the applicable shares of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such shares to the Corporation at the place designated in such datenotice, (ii) and shall thereafter receive certificates for the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued number of shares of Common Stock for full conversion to which such holder is entitled pursuant to this Section 10; provided, that if any certificate representing the Series A Preferred Stock has been lost, stolen or destroyed, such holder will execute and deliver to the Corporation an affidavit of loss in connection with such lost, stolen or destroyed certificate(s), in a form reasonably acceptable to the Corporation. Upon such holder of Series A Preferred Stock becoming the record holder of the Securitiesshares of Common Stock received upon conversion, all rights with respect to Series A Preferred Stock so converted will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefore (or, if applicable, upon delivery to the Corporation of the affidavit of loss), to receive certificates for the number of shares of Common Stock into which such Series A Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon, if any. Any such If so required by the Corporation, certificates surrendered for conversion shall be made pro-rata among all Holders endorsed or accompanied by written instrument or instruments of Securities and subject transfer, in form satisfactory to the limitations set forth Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in Section 9.2writing. On any such As soon as practicable after the applicable Mandatory Conversion DateDate and the surrender of the certificate or certificates for the shares of Series A Preferred Stock, the Company Corporation shall also pay cause to be issued and delivered to such holder, or on his, her or its written order, a certificate or certificates for the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as number of the Mandatory Conversion Date, in full shares of Common StockStock issuable on such conversion in accordance with the provisions hereof and cash as provided in Section 7(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (c) Such converted Series A Preferred Stock may not be reissued, valued at 90% and the Corporation may (but shall not be obligated to) thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Common Stock by the Daily VWAP on number of shares of Series A Preferred Stock so converted. (d) Any Series A Preferred Stock converted pursuant to this Section 10 will be cancelled and will not under any circumstances be reissued, sold or transferred and the Trading Day immediately preceding Corporation may (but shall not be obligated to) from time to time take such appropriate action as may be necessary to reduce the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securitiesauthorized Preferred Stock accordingly.

Mandatory Conversion. The Company may elect to cause all or a portion (a) If the 180-Day Average Price and the related Two-Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the principal amount original issuance of the Securities Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to convert into a number of fully paid exchange the Series A Preferred Stock, in whole and nonassessable not in part, for shares of Common Stock, as if such shares of Series A Preferred Stock equal had been converted by the holders thereof pursuant to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in effect Article IX hereof on the date of such conversion exchange. (b) If the “Mandatory 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Date”) Price, then the Corporation shall have the right, at its option and election, to exchange the Series A Preferred Stock, in whole and not in part, for shares of Common Stock, as if such shares of Series A Preferred Stock had been converted by providing thirty (30) days prior written notice the holders thereof pursuant to Article IX hereof on the date of such Mandatory Conversion Date. exchange. (c) Notwithstanding anything in this Section A to the foregoingcontrary, the Company may Corporation shall not elect have the right to cause all or a portion of exchange the Securities to convert into Series A Preferred Stock for Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date pursuant to this Section A unless (i) the Daily VWAP is equal to Common Stock shall have been validly listed for trading on the NYSE or greater than $ (other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to date of such dateexchange, (ii) the average daily trading volume in the Common Stock issuable upon during the mandatory conversion wouldrelevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, immediately upon issuance, be Tradable and (iii) we the Corporation shall have sufficient authorized obtained the Shareholder Approval, (iv) as of the date of such exchange, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and unissued is available for use in connection with the offer and sale of such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for full conversion use), and (v) the Corporation simultaneously exchanges the Series B Preferred Stock pursuant to subsection (a) or (b) of Section A of Article V of the SecuritiesCertificate of Designations for the Series B Preferred Stock. Any The Corporation may not effect any such conversion exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Corporation or any of its Subsidiaries. (d) Notice of an exchange of shares of Series A Preferred Stock pursuant to this Section A (a "NOTICE OF EXCHANGE") shall be made pro-rata among all Holders of Securities and subject sent to the limitations holders of record of the shares of Series A Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than 45 nor fewer than 15 days prior to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "EXCHANGE DATE") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to effect such exchange. From and after the Exchange Date, all dividends on shares of Series A Preferred Stock shall cease to accumulate and all rights of the holders thereof as holders of Series A Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series A Preferred Stock pursuant to this Section 9.2A. On or after the Exchange Date, each holder of shares of Series A Preferred Stock shall surrender the certificate evidencing shares of Series A Preferred Stock to the Corporation at the place designated in the Notice of Exchange. On As promptly as practical, and in any such Mandatory Conversion event within three Business Days after the Exchange Date, the Company Corporation shall also pay deliver or cause to be delivered as directed by the Holders an amount in cash orholder of shares of Series A Preferred Stock being exchanged (i) certificates representing the number of validly issued, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in fully paid and nonassessable full shares of Common StockStock to which such holder shall be entitled and (ii) cash in lieu of fractional shares, valued at 90% if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the Corporation shall be obligated to effect the exchange described therein, PROVIDED that each of the Daily VWAP conditions to such exchange set forth in subsections (a), (b) and (c) above is (i) satisfied or (ii) waived by the holders of a majority of the shares of Series A Preferred Stock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section A, the Corporation shall not exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Section 2.1(c) of the Registration Rights Agreement during the period beginning on the Trading Day immediately preceding Exchange Date and ending 90 days after the Mandatory Conversion Exchange Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securities.

Mandatory Conversion. The Company may elect to cause all or a portion (a) If the 180-Day Average Price and the related Two-Week Average Price for any 180-Day Reference Period (which Reference Period shall have ended no earlier than the first anniversary of the principal amount original issuance of the Securities Series A Preferred Stock and no later than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Price, then the Corporation shall have the right, at its option and election, to convert into a number exchange the then-outstanding shares of fully paid Series A Preferred Stock, in whole and nonassessable not in part, for shares of Common Stock, as if such then-outstanding shares of Series A Preferred Stock equal had been converted by the holders thereof pursuant to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in effect Article IX hereof on the date of such conversion exchange. (b) If the “Mandatory 45-Trading Day Average Price and the related Two-Week Average Price for any 45-Trading Day Reference Period (which Reference Period shall have ended no earlier than the second anniversary of the original issuance of the Series A Preferred Stock), both exceed 200% of the Conversion Date”) Price, then the Corporation shall have the right, at its option and election, to exchange the then-outstanding shares of Series A Preferred Stock, in whole and not in part, for shares of Common Stock, as if such then-outstanding shares of Series A Preferred Stock had been converted by providing thirty (30) days prior written notice the holders thereof pursuant to Article IX hereof on the date of such Mandatory Conversion Date. exchange. (c) Notwithstanding anything in this Section A to the foregoingcontrary, the Company may Corporation shall not elect have the right to cause all or a portion of exchange the Securities to convert into Series A Preferred Stock for Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date pursuant to this Section A unless (i) the Daily VWAP is equal to Common Stock shall have been validly listed for trading on the NYSE or greater than $ (other national securities exchange or quoted on a nationally recognized quotation system on each day in the relevant Reference Period and as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to date of such dateexchange, (ii) the average daily trading volume in the Common Stock issuable upon during the mandatory conversion wouldrelevant Reference Period and during the two-week calendar period ending on the last day of the relevant Reference Period is at least 50% of the average daily trading volume in the Common Stock for the 180-day period ending on the date of the Investment Agreement, immediately upon issuance, be Tradable and (iii) we the Corporation shall have sufficient authorized obtained the Series A Shareholder Approval, (iv) as of the date of such exchange, the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is effective under the Securities Act and unissued is available for use in connection with the offer and sale of such shares of Common Stock by those holders that have such right under the Registration Rights Agreement (it being understood that if a Shelf Suspension (as such term is defined in the Registration Rights Agreement) is in effect, the Shelf Registration Statement shall not be deemed effective or available for full conversion use), and (v) the Corporation simultaneously exchanges any issued and outstanding Series B Preferred Stock pursuant to subsection (a) or (b) of Section A of Article V of the SecuritiesCertificate of Designations for the Series B Preferred Stock. Any The Corporation may not effect any such conversion exchange if such exchange would: (a) violate any provision of the certificate of incorporation or the bylaws of the Corporation; (b) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries or any property of the Corporation or any of its Subsidiaries is bound; (c) result in the creation or imposition of any Lien upon any assets or properties of the Corporation or any of its Subsidiaries; or (d) violate any Law applicable to the Corporation or any of its Subsidiaries. (d) Notice of an exchange of shares of Series A Preferred Stock pursuant to this Section A (a "NOTICE OF EXCHANGE") shall be made pro-rata among all Holders of Securities and subject sent to the limitations holders of record of the shares of Series A Preferred Stock by first class mail, postage prepaid, at each such holder's address as it appears on the stock record books of the Corporation, not more than three Business Days subsequent to the last day of the relevant Reference Period. The Notice of Exchange shall set forth the date fixed for the exchange (the "EXCHANGE DATE") and shall set forth in reasonable detail the calculations and supporting data used by the Corporation in its determination that it had the right to effect such exchange. From and after the Exchange Date, all dividends on the shares of Series A Preferred Stock that are exchanged shall cease to accumulate and all rights of the holders thereof as holders of Series A Preferred Stock shall cease and terminate, except if the Corporation shall default in its obligation to deliver shares of Common Stock and cash in lieu of fractional shares to holders on the Exchange Date, in which case all such rights shall continue unless and until such shares are exchanged (or redeemed or converted) in accordance with the terms hereof. Prior to the Exchange Date, each holder shall provide a written notice to the Corporation specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If no such notice is delivered, such shares of Common Stock and cash in lieu of fractional shares, if any, shall be delivered to such holder. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on exchange of Series A Preferred Stock pursuant to this Section 9.2A. On or after the Exchange Date, each holder of shares of Series A Preferred Stock that are to be exchanged shall surrender the certificate evidencing such shares of Series A Preferred Stock to the Corporation at the place designated in the Notice of Exchange. On As promptly as practical, and in any such Mandatory Conversion event within three Business Days after the Exchange Date, the Company Corporation shall also pay deliver or cause to be delivered as directed by the Holders an amount in cash orholder of shares of Series A Preferred Stock being exchanged (i) certificates representing the number of validly issued, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in fully paid and nonassessable full shares of Common StockStock to which such holder shall be entitled and (ii) cash in lieu of fractional shares, valued at 90% if any, to which such holder shall be entitled. Except as otherwise specified in this Article V, for the purposes hereof, such exchange shall be deemed a conversion effected pursuant to Article IX and the terms and procedures set forth in Article IX shall apply. For such purpose, the applicable Conversion Date shall be the Exchange Date. (e) In the event the Corporation delivers a Notice of Exchange, the Corporation shall be obligated to effect the exchange described therein, PROVIDED that each of the Daily VWAP conditions to such exchange set forth in subsections (a), (b) and (c) above is (i) satisfied or (ii) waived by the holders of a majority of the shares of Series A Preferred Stock then outstanding. (f) Notwithstanding anything to the contrary in the Registration Rights Agreement, in the event the Corporation effects an exchange pursuant to this Section A, the Corporation shall not exercise its right to declare a Shelf Suspension (as such term is defined in the Registration Rights Agreement) pursuant to Section 2.1(c) of the Registration Rights Agreement during the period beginning on the Trading Day immediately preceding Exchange Date and ending 90 days after the Mandatory Conversion Exchange Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securities.

Mandatory Conversion. The From and after the consummation of the Stockholder Meeting (and, for the avoidance of doubt, regardless of whether the Requisite Stockholder Approval has been obtained), and subject to the conditions in this Section 7(b), the Company may elect shall have the right, at its option and in its sole discretion, at any time or from time to time, to cause some or all or a portion shares of Series A-1 Preferred Stock to be converted, in minimum increments of 5,000 shares and even multiples thereof (or, if the aggregate amount of shares of Series A-1 Preferred Stock held by any Holder is less than 5,000 shares, then all of the principal amount of the Securities to convert shares held by such Holder), into a (i) that number of duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock equal to the quotient Conversion Rate in effect as of the Mandatory Conversion Date plus (ii) cash in lieu of fractional shares, as set forth in Section 12(b). Any Unpaid Dividends on such shares of Series A-1 Preferred Stock as of such Optional Conversion Date will be paid (A) in cash or, (B) at the option and in the sole discretion of the Company, in the form of additional shares of duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock at the Conversion Price then in effect; provided that such issuance of additional shares of Class A Common Stock would not result in a violation by the Company of any applicable NASDAQ Listing Rules. The right to mandatorily convert the Series A-1 Preferred Stock pursuant to this Section 7(b) is subject to the following conditions: (i) the principal amount Common Stock VWAP shall have exceeded 200% of the Securities divided by (ii) the Conversion Price in effect for 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period, if such mandatory conversion occurs on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such dateJune 15, 2019; (ii) the Common Stock issuable upon VWAP shall have exceeded 175% of the Conversion Price for 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period, if such mandatory conversion wouldoccurs on or after June 15, immediately upon issuance2019 but prior to June 15, be Tradable and 2020; (iii) we have sufficient authorized and unissued shares of the Common Stock for full conversion VWAP shall have exceeded 150% of the SecuritiesConversion Price for 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period, if such mandatory conversion occurs after June 15, 2020; and (iv) in all cases, (x) the Company shall have declared and paid all Unpaid Dividends up to and including the Mandatory Conversion Date and (y) the Equity Conditions are satisfied at the time of the Mandatory Conversion Notice and the time of conversion. Any If the Company elects to exercise the Company’s rights under this Section 7(b), for such conversion shall to be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Dateeffective, the Company shall also pay deliver to each Holder a written notice (a “Mandatory Conversion Notice”) no later than five (5) Business Days after the Holders an amount in cash orapplicable 30-Trading Day period, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of specifying (A) the Mandatory Conversion DateDate (which shall be no earlier than the date such Mandatory Conversion Notice is delivered to such Holder), in (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of shares of Class A Common Stock (and cash in lieu of fractional shares) into which such Holder’s shares of Series A-1 Preferred Stock will convert. If the Company elects to cause less than all the shares of the Series A-1 Preferred Stock to be converted, the Company shall select the Series A-1 Preferred Stock to be converted from each Holder on a pro rata basis unless agreed upon otherwise by the Holders. If the Company selects a portion of a Holder’s Series A-1 Preferred Stock for partial conversion and such Holder converts a portion of its shares of Series A-1 Preferred Stock, valued both converted portions will be deemed to be from the portion selected for conversion at 90% the option and in the sole discretion of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the SecuritiesCompany under this Section 7.

Mandatory Conversion. The Company may elect (A) Upon request by the Corporation delivered no earlier than five (5) Business Days prior to cause a determination date with respect to the Corporation’s status as a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), if the Corporation has made a bona fide determination that the conversion of all or a portion of the principal amount outstanding shares of Series A Preferred Stock would, if converted, cause the Securities Corporation to convert qualify as a “well-known seasoned issuer” (and the Corporation would otherwise not qualify as a “well-known seasoned issuer” absent the conversion of such shares of Series A Preferred Stock), then the number of shares of Series A Preferred Stock that would be required, if converted, to qualify the Corporation as a “well-known seasoned issuer” shall be converted, ratably, into a number of fully paid and nonassessable shares of Common Stock equal to the quotient of Conversion Ratio, as adjusted from time to time pursuant to Section 7, or (iB) upon request by the principal amount Corporation delivered no earlier than five (5) Business Days prior to a record date for a shareholder meeting of the Securities divided by (ii) Corporation, but subject to the prior written consent of each Holder, not to be unreasonably withheld, a reasonably requested number of Series A Preferred Stock shall be converted, ratably, into the number of shares of Common Stock equal to the Conversion Price Ratio, as adjusted from time to time pursuant to Section 7 ((A) and (B) together, the “Mandatory Conversion Request”), provided that in effect on no event shall shares of Series A Preferred Stock be converted pursuant to this Section 6(a)(i) if the conversion of such shares of Series A Preferred Stock would cause a Holder to exceed the Beneficial Ownership Limitation (as defined below). The date of such conversion (of outstanding shares of Series A Preferred Stock pursuant to this Section 6(a)(i) is referred to herein as the “Mandatory Conversion Date.”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securities.

Mandatory Conversion. The Company (a) Upon the occurrence of Trading Price Conversion Event (as defined below), Parent may elect require the Lender to cause all or a portion of convert the entire unpaid principal amount of the Securities to convert Notes, together with any accrued but unpaid interest and Fees thereon (the "Mandatory Conversion Amount"), into a Common Stock. The number of fully paid and nonassessable shares of Common Stock equal to issuable upon such conversion shall be determined by dividing the quotient of (i) the principal amount of the Securities divided Mandatory Conversion Amount by (ii) the Conversion Price in effect at the time of the Trading Price Conversion Event. For purposes of this Agreement, a "Trading Price Conversion Event" shall be deemed to occur if (a) the Borrowers are in full compliance with all the terms of the Existing Senior Credit Facility (as in effect at such time), and no event of default has occurred or is continuing thereunder; (b) no Default or Event of Default has occurred and is continuing hereunder; (c) the Parent has maintained and at the time is maintaining the listing of its Common Stock on the NASDAQ National Market or the New York Stock Exchange; (d) Parent's Common Stock maintains a trading price at or above $4.50 per share for a period of forty-five (45) consecutive trading days; and (e) the trading volume of the Parent's Common Stock on such exchange on any day in such forty-five (45) day period is not less than 40,000 shares. (b) If, upon the occurrence of a Trading Price Conversion Event, Parent elects to effect a mandatory conversion in accordance with the terms of this Section 2.2, Parent shall deliver written notice to the Lender to such effect. The date on which the Lender receives such notice from Parent is the effective date of such the conversion (the “"Mandatory Conversion Date”"). As soon as practicable, but in no event later than five (5) by providing thirty (30) business days prior written notice of such after the Mandatory Conversion Date. Notwithstanding , Parent shall deliver to the foregoing, Lender (or such party or parties as Lender shall designate) a certificate for the Company may not elect to cause all or a portion number of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each full shares of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion conver sion of the SecuritiesNotes with any fractional share being rounded up to a full share. Any such conversion The person in whose name the certificate is registered shall be made pro-rata among all Holders treated as a shareholder of Securities record on and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of after the Mandatory Conversion Date, in shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securities.

Mandatory Conversion. The Company may (i) At any time on or after [●], 2021 [insert the fourth anniversary of the Initial Issue Date], the Corporation shall have the right, at its option, to elect to cause all or a any portion of the principal amount outstanding shares of the Securities Series A Preferred Stock to convert be automatically converted into a (i) that number of fully paid and nonassessable shares of Common Stock for each share of Series A Preferred Stock equal to the quotient of (iA) the principal amount of the Securities Accreted Value divided by (iiB) the Conversion Price as of the applicable Mandatory Conversion Date plus (ii) cash in lieu of fractional shares as set out in Section 9, subject to the satisfaction of the following conditions with respect to each such mandatory conversion: (I) the Closing Sale Price of the Common Stock equals or exceeds 140% of the Conversion Price then in effect for at least 20 consecutive Trading Days ending on the date immediately prior to the date the notice described in Section 7(b)(ii) is delivered by the Corporation; (II) the number of shares of Common Stock into which such shares of Series A Preferred Stock will convert shall not exceed 25 times the average daily trading volume of the Common Stock on the New York Stock Exchange (or other principal stock exchange on which the Common Stock is then traded) during the 20 consecutive Trading Day period set forth in clause (I); (III) with respect to any Holder, if the shares of Common Stock issuable upon conversion of the Holder’s Series A Preferred Stock are Registrable Securities and the Holder thereof previously requested that all or any portion of such Registrable Securities be registered for resale by the Holder, such Registrable Securities have been so registered for resale pursuant to a resale registration statement and the Corporation is not then in breach of any its obligations under the Registration Rights Agreement with respect to such registration or requirements to maintain the effectiveness of such registration statement registering the resale of such Registrable Securities; and (IV) the Corporation shall only be entitled to deliver one notice to the Holders pursuant to this Section 7(b)(ii) in any one hundred and eighty day period. (ii) To exercise the mandatory conversion right described in Section 7(b)(i), the Corporation must deliver to the Holders a notice setting forth: (i) the date on which the mandatory conversion will occur (the “Mandatory Conversion Date”), which shall be no earlier than the date that is three (3) by providing thirty Trading days after the notice described in this Section 7(a)(iii) is delivered; (30ii) days prior written notice calculations supporting the satisfaction of the condition in clause (II) in the preceding section 7(b)(i) and (iii) with respect to each Holder, the number of shares of Preferred Stock to be converted. Effective as of such Mandatory Conversion Date. , all such Holder’s shares of Series A Preferred Stock shall automatically convert into shares of Common Stock as set forth in Section 7(a)(i). (iii) If the Corporation elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Corporation shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. (iv) Notwithstanding the foregoing, the Company may Corporation shall not elect to cause all or a portion of the Securities be entitled to convert the last share of Series A Preferred Stock held by Carlyle into Common Stock pursuant to this Section 7(b) at any time that such share on a Mandatory Conversion Date ifan as-converted basis, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued together with any shares of Common Stock for full conversion held or to be held by Carlyle immediately following such conversion, would represent more than 5% of the Securities. Any such conversion shall be made pro-rata among all Holders total number of Securities issued and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in outstanding shares of Common Stock, valued at 90% Stock as of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securitiessuch date.

Mandatory Conversion. The Company may elect (i) Each time that a share of 7.50% Preferred is converted into one or more shares of Common Stock pursuant to cause all or a portion the provisions of the principal amount Certificate of Designations of 7.50% Mandatory Convertible Preferred Shares of the Securities Corporation (such Certificate of Designations, as may be amended from time to convert time, the “7.5% Preferred Certificate of Designation”), 1.98507454 shares of Class B Common then outstanding will automatically convert, without any further action on the part of the Corporation or the Holder thereof (subject to Section 5(i)) into a number of fully paid and nonassessable newly issued shares of Common Stock equal to the quotient of Class B Conversion Rate (i) the principal amount of the Securities divided by as defined in Section 6 below). (ii) In the Conversion Price in effect on event that less than all outstanding 7.50% Preferred is converted into shares of Common Stock, the date Corporation shall, within five (5) business days of such conversion conversion, provide Xxxxxxx, Xxxxxxxxxxxx (the “Mandatory Conversion DateXxxxxxx”) by providing thirty (30) days prior with written notice notification of such Mandatory Conversion Dateconversion. Notwithstanding Within ten (10) business days of receipt of such notice, Cargill shall provide the foregoing, the Company may not elect to cause all or a portion Corporation with written instructions identifying of the Securities shares of Class B Common to convert be converted into shares of Common Stock in accordance with the Section 5(i). (iii) The Corporation shall make such arrangements as it deems appropriate for the issuance of certificates, if any, representing Common Stock, and for the payment of cash in lieu of fractional shares of Common Stock, if any, in exchange for and contingent upon surrender of certificates representing the shares of Class B Common (if such shares are held in certificated form). The Corporation may defer the payment of dividends on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon conversion of shares of Class B Common and the mandatory voting thereof until, and make such payment and voting contingent upon, the surrender of the certificates representing the shares of Class B Common, provided that the Corporation shall give the Holders of the shares of Class B Common such notice of any such actions as the Corporation deems appropriate and upon such surrender such Holders shall be entitled to receive such dividends declared and paid on such Common Stock subsequent to the date of conversion. Amounts payable in cash in respect of the shares of Class B Common or in respect of such Common Stock shall not bear interest. Transfer or similar taxes in connection with the issuance of Common Stock to any person other than the Holder will be paid by the Holder. (iv) Upon conversion wouldof any share of Class B Common as described in this Section 5, immediately upon issuancesuch share of Class B Common shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, be Tradable and (iii) we each certificate representing each share of Class B Common so converted shall, insofar as it relates to such share, cease to have sufficient authorized and unissued any rights with respect thereto, except the right to receive the shares of Common Stock for full conversion issuable upon surrender of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securitiescertificate.

Mandatory Conversion. The Company may elect to cause all If, on or a portion after the later of the principal amount of Closing Date or the Securities to convert into a number of fully paid and nonassessable date the shares of Common Stock equal to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in effect on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion of the SecuritiesSeries A Preferred Stock become registered under the Securities Act of 1933, as amended, and become eligible for trading to the public, the Market Price of the Common exceeds ${NOTE: THIS AMOUNT SHALL EQUAL THE ORIGINAL ISSUE PRICE PER SHARE PLUS $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a "MANDATORY CONVERSION"). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be made pro-rata among all Holders of Securities and subject deemed to have been effected, without further action by any party, immediately prior to the limitations set forth in Section 9.2close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. On At the time any such Mandatory Conversion Dateconversion has been effected, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as rights of the Mandatory Conversion Dateholders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, in and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securitiesunder this Section 5(c).

Mandatory Conversion. The Company may elect to cause all If, on or a portion after the later of the principal amount of Closing Date or the Securities to convert into a number of fully paid and nonassessable date the shares of Common Stock equal to the quotient of (i) the principal amount of the Securities divided by (ii) the Conversion Price in effect on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion of the SecuritiesSeries A Preferred Stock become registered under the Securities Act of 1933, as amended, and become eligible for trading to the public, the Market Price of the Common exceeds $27.80 per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a "MANDATORY CONVERSION"). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be made pro-rata among all Holders of Securities and subject deemed to have been effected, without further action by any party, immediately prior to the limitations set forth in Section 9.2close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. On At the time any such Mandatory Conversion Dateconversion has been effected, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as rights of the Mandatory Conversion Dateholders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, in and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securitiesunder this Section 5(c).

Mandatory Conversion. The Each share of Series A Preferred Stock shall be automatically converted, immediately at the Close of Business on the Mandatory Conversion Date, with no further action required to be taken by the Company may elect to cause all or a portion of the principal amount of holder thereof, into the Securities to convert into a number of fully paid and nonassessable shares of Common Stock equal to the quotient number obtained by dividing (x) the sum of (A) the Liquidation Preference plus (B) except to the extent paid in cash as contemplated by Section 6(c) at the time of the conversion, an amount per share of Series A Preferred Stock equal to the accrued but unpaid dividends to which such holder of shares of Series A Preferred Stock is entitled to receive pursuant to Section 4(b) through, but excluding, the conversion date, if any, by (y) the Conversion Rate in effect at such time. Immediately upon conversion as provided herein (i) each holder of Series A Preferred Stock shall be deemed to be the principal amount holder of the Securities divided by (ii) the Conversion Price in effect on the date record of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon conversion of such holder’s shares of Series A Preferred Stock, notwithstanding that the mandatory conversion would, immediately upon issuance, share register of the Company shall then be Tradable closed or that book-entry evidence shall not then actually be delivered to such Person and (iiiii) we have sufficient authorized and unissued each converted shares of Common Series A Preferred Stock for full conversion of the Securities. Any such conversion as provided herein shall be made pro-rata among all Holders of Securities retired and subject cancelled automatically with no further action required to be taken by the limitations set forth in Section 9.2Company or the holder thereof. On any such As promptly as practicable on or after the Mandatory Conversion DateDate (and in any event no later than five Trading Days thereafter), the Company shall also pay provide notice to the Holders an amount in cash or, at holders of the Company’s option following Series A Preferred Stock of the Authorization Date, provided that the Equity Conditions are met as occurrence of the Mandatory Conversion Date, in which notice shall set forth procedures for the surrender of the shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal Series A Preferred Stock which have been converted to the then accrued and unpaid interest on the outstanding principal balance of the Securities.the

Mandatory Conversion. The Notwithstanding the 3-year nonconversion period in Subsection 4(a)(i), in the event of a Change in Control (as herein defined) of the Company may elect to cause all in which its public stockholders receive cash, or other consideration or a portion combination thereof ("Consideration") from any Person (as herein defined) in respect of their shares of A Common Stock (a "Specified Change in Control"), which Specified Change in Control (x) satisfies the Price Threshold (as specified herein) and (y) is not an Impaired Tax-Free Change in Control Transaction as defined in Subsection 5(a)(iii) (such Specified Change in Control, a "Mandatory Conversion Change in Control"), then automatically and without any action required by the holders thereof, the Face Amount of the principal amount Notes, plus all accrued and unpaid interest thereon, shall be converted immediately prior to the closing of the Securities to convert Mandatory Conversion Change in Control into a number of fully paid and nonassessable shares of A Common Stock equal at the then effective Conversion Rate and the holders will be entitled to receive in respect of such shares of A Common Stock the quotient same per share Consideration paid to holders of (i) A Common Stock in the principal amount Mandatory Conversion Change in Control. A Specified Change in Control shall be deemed to satisfy the Price Threshold if the sum of the Securities divided by (ii) the Conversion Price in effect on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion Fair Market Value of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on non-cash component of the proposed Mandatory Conversion Date Consideration (iif any) and the Daily VWAP is equal to cash component of the Consideration (if any) equals or greater than $ exceeds each and all of the following (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations splits and the like): (x) for each $15.00 per share of A Common Stock as of the twenty close of business on the day on which the Specified Change in Control is publicly announced, (20y) consecutive prior an average of $15.00 per share of A Common Stock measured (as of the close of business each day) over the ten (10) trading day period immediately following such public announcement, and (z) an average of $12.00 per share of A Common Stock measured (as of the close of business each day) over the ten (10) trading day period ending three trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion closing of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth Specified Change in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the SecuritiesControl.

Mandatory Conversion. The 6 If the Company delivers to a Holder written notice (a “Mandatory Conversion Notice”) electing to exercise the Company’s 6 Note to Draft: In the Series A-2 Certificate of Designations, upon receipt of the Requisite Stockholder Approval, each share of Series A-2 Preferred Stock will automatically convert into (x) that number of shares of Series A-1 Preferred Stock equal to (1) the sum of the Liquidation Preference of a share of Series A-2 Preferred Stock divided by (2) the sum of the Liquidation Preference of a share of Series A-1 Preferred Stock and (y) the right to receive the accrued and unpaid dividends thereon (whether or not declared). rights under this Section 7(b) and specifying (A) the applicable Mandatory Conversion Date (which shall be no earlier than the date such Mandatory Conversion Notice is delivered to such Holder), (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of shares of Class A Common Stock (and the amount of cash) into which such Holder’s shares of Series A-1 Preferred Stock will convert, then effective as of such Mandatory Conversion Date, all such Holder’s shares of Series A-1 Preferred Stock shall automatically convert into shares of Class A Common Stock as set forth below, subject to satisfaction of the following conditions: (i) if the Company Stockholder Meeting (as defined in the Investment Agreement) is required to be held pursuant to the Investment Agreement, the Requisite Stockholder Approval (as defined in the Company Stockholder Meeting) shall have been obtained; (ii) the Company shall have declared and paid all accrued but unpaid dividends on all then outstanding shares of Series A-1 Preferred Stock up to and including the Mandatory Conversion Date; and (iii) all shares of Class A Common Stock that either (x) are issuable upon conversion of Series A-1 Preferred Stock or (y) were issued to Holders or one or more of their respective Affiliates on the Issue Date (or in respect of such shares of Class A Common Stock) shall have been registered by the Company for resale by the holders thereof pursuant to a then-effective registration statement that is (I) an automatic shelf registration statement (as defined in Rule 405 (or any successor provision) of the Securities Act of 1933, as amended (the “Securities Act”)) or (II) if the Company is not then eligible to use an automatic shelf registration statement, on Form S-3 under Rule 415 under the Securities Act or any similar or successor short-form registration (“Short-Form Registration”); provided, however, that if the Company is not then eligible to use a Short-Form Registration, the Company may elect satisfy the condition in clause (iii) through a registration statement on Form S-1 or any similar or successor long-form registration that is then effective and available for the immediate offer, sale and distribution by the Holders and their Affiliates of all the shares of Class A Common Stock described in clause (iii). Notwithstanding the foregoing, if, prior to the [second7] anniversary of the Issue Date, the Closing Price of the Class A Common Stock exceeds 130% of the Conversion Price for 30 consecutive Trading Days, then, if (x) the conditions set forth in clauses (i), (ii) and (iii) of the immediately preceding sentence are satisfied and (y) the average weekly reported volume of trading in the Class A Common Stock on all national securities exchanges during the four most recently completed calendar weeks completed prior to the applicable Mandatory Conversion Date exceeds 1.5% of the then-issued and outstanding shares of Class A Common Stock, as of the Business Day immediately following the final Trading Day of such 30 consecutive Trading Day period, the Company shall have the right, at its option, at any time or from time to time, to cause some or all of the Series A-1 Preferred Stock to be converted into shares of Class A Common Stock as set forth below by delivering a written notice to each holder of outstanding shares of Series A-1 Preferred Stock 7 Note to Draft: To be the same anniversary as included in the definition of Mandatory Conversion Date. describing (i) the applicable Mandatory Conversion Date, (ii) the conversion that occurred (or will occur) on such Mandatory Conversion Date, and (iii) with respect to such holder, the number of shares of Class A Common Stock (and cash in lieu of fractional shares) into which such holder’s shares of Series A-1 Preferred Stock converted (or will convert); provided, however, that (1) the Mandatory Conversion Date described in such notice may not be earlier than the fifth business day prior to delivery of such notice, and (2) the conditions set forth in clauses (x) and (y) of this sentence must remain satisfied as of such Mandatory Conversion Date. If the Company elects to cause less than all the shares of the Series A-1 Preferred Stock to be converted, the Company shall select the Series A-1 Preferred Stock to be converted from each Holder on a pro rata basis. If the Company selects a portion of a Holder’s Series A-1 Preferred Stock for partial conversion at the principal amount option of the Securities Company and such Holder converts a portion of its shares of Series A-1 Preferred Stock, both converted portions will be deemed to convert be from the portion selected for conversion at the option of the Company under this Section 7. Each share of Series A-1 Preferred Stock converted pursuant to this Section 7(b) shall be converted into a the number of duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock equal to (A) the quotient of (i1) the principal amount of the Securities Liquidation Preference divided by (ii2) 1,000 multiplied by (B) the Conversion Price Rate in effect on at the date time of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect subject to cause all or a portion of the Securities to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date (i) the Daily VWAP is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations aggregation and the like) for each payment of the twenty (20) consecutive prior trading days ending on the trading day immediately prior to such date, (ii) the Common Stock issuable upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued cash in lieu of fractional shares of Common Stock for full conversion of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations set forth as provided in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as 12 of the Mandatory Conversion Date, in shares this Certificate of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the SecuritiesDesignations).

Mandatory Conversion. The Company may elect to cause all or a portion (i) Each share of Series B Preferred Stock shall, at --- -------------------- the option of the principal amount of Corporation (as determined by the Securities to convert Common Stock Directors), automatically be converted into a number of fully paid and nonassessable shares of Class B Common Stock equal to in accordance with paragraph A(5)(a)(i) above if at any time after the quotient second anniversary of (i) the date the first share of Series B Preferred Stock is issued the Closing Common Stock Market Price is more than 200% of the Conversion Price then in effect for sixty consecutive trading days. The "Closing Common Stock Market Price" for any --------------------------------- day means the last sale price regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices regular way, in either case as reported on the principal amount national securities exchange on which shares of Common Stock are listed or admitted to trading, or, if shares of Common Stock are not listed or admitted to trading on any national securities exchange but are designated as national market system securities by the National Association of Securities Dealers, Inc. ("NASD"), the last sale price, or, in case no such sale takes place on such ---- day, the average of the Securities divided closing bid and asked prices, in either case as reported on the NASD Automated Quotation/National Market System, or if shares of Common Stock are not so designated as national market system securities, the average of the highest reported bid and lowest reported asked prices as furnished by the NASD (or any similar organization if the NASD is no longer reporting such information). If at any time after the second anniversary of the date the first share of Series B Preferred Stock is issued shares of Common Stock are not publicly traded as contemplated by the foregoing sentence, this paragraph A(5)(l) shall be of no further force and effect. (ii) If the Conversion Price in effect Corporation has elected to convert Series B Preferred Stock into Class B Common Stock pursuant to paragraph A(5)(l)(i) above, the Corporation will provide notice of mandatory conversion of shares of Series B Preferred Stock to each holder of record of Series B Preferred Stock not less than fifteen nor more than sixty days prior to the date fixed for conversion by first class mail, postage prepaid, to each holder at such holder's address as it appears on the date of such conversion (the “Mandatory Conversion Date”) by providing thirty (30) days prior written notice of such Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not elect to cause all or a portion stock register of the Securities Corporation. The Corporation's obligation to convert into deliver shares of Class B Common Stock on a Mandatory Conversion Date shall be deemed fulfilled if, on the proposed Mandatory Conversion Date (i) mandatory conversion date, the Daily VWAP is equal Corporation shall deposit with a bank or trust company in Philadelphia, Pennsylvania having a capital of at least $50,000,000, such number of shares of Class B Common Stock as are required to or greater than $ (as appropriately adjusted be delivered by the Corporation upon the conversion of Series B Preferred Stock in trust for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for each account of holders of the twenty (20) consecutive prior trading days ending shares to be converted, with irrevocable instructions and authority to such bank or trust company that such shares be delivered upon conversion of the shares of Series B Preferred Stock so called for conversion. Provided the Corporation has fulfilled its obligation to deposit shares as provided in the foregoing sentence, effective on the trading day immediately prior conversion date fixed by the Corporation and notified to such datethe holders of Series B Preferred Stock, (ii) the each outstanding share of Series B Preferred Stock shall be converted into fully paid and non- assessable shares of Class B Common Stock issuable upon at the mandatory conversion wouldConversion Price then in effect, immediately upon issuanceautomatically and without any action on the part of any holder of shares of Series B Preferred Stock, be Tradable and (iii) we have sufficient authorized and unissued such shares of Common Stock for full conversion of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities deemed outstanding from and subject to after the limitations set forth in Section 9.2. On any such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securitiesconversion date.

Mandatory Conversion. The Company may elect to cause all or a portion (a) Unless previously converted, in the event that at any time following the funding of the principal Loan hereunder and prior to December 31, 2011, Borrower shall close an equity investment, or series of related equity investments, in a minimum aggregate amount of Three Million US Dollars ($3,000,000) (excluding conversion of the Securities to Loan) (the “Financing Round”), the entire outstanding Loan Amount shall automatically convert into shares of the class of equity securities of Borrower issued in the Financing Round on the same terms as the Financing Round but at a price per share which shall be equal to seventy percent (70%) of the price per share paid by the investors in the Financing Round (the “Lender Price Per Share”) and Borrower shall issue to Lender the number of fully paid and nonassessable shares of Common Stock equal the class of equity securities issued in the Financing Round ("Financing Conversion Shares") as is obtained by dividing (i) the outstanding Loan Amount as of the closing date of the Financing Round by (ii) the Lender Price Per Share. In the event that the Financing Round is achieved through a series of equity financings and the transactions consummated in such equity financings are not on identical terms and conditions or involve the issuance of more than one type of securities, then Lender shall be entitled to the quotient most favorable class or series of equity securities issued in such financing and/or the most favorable terms and conditions. (b) Unless previously converted, on December 31, 2011 the Loan Amount shall be automatically converted into the class of equity securities of Borrower having the most seniority in terms of distribution of assets upon liquidation, outstanding at such time (the “Senior Conversion Shares”), at a price per share reflecting a pre-money valuation of Borrower (on a fully-diluted basis) of Seven Million US Dollars ($7,000,000) and Borrower shall issue to Lender the number of Senior Conversion Shares determined by dividing the outstanding Loan Amount by the product of (i) the principal amount of the Securities Seven Million US Dollars ($7,000,000) divided by (ii) the aggregate number of issued and outstanding shares of equity securities of Borrower, on a fully-diluted and as-converted basis. (c) Unless previously converted, immediately prior to the consummation of: (i) a consolidation or merger of Borrower with or into any person (other than an affiliate of Borrower) or pursuant to which the outstanding equity of Borrower is converted into cash, securities or other property, in each case other than a transaction in which the shareholders of Borrower prior to the transaction will hold more than 50% of the voting securities (on an as-converted basis) of the surviving entity after the transaction; (ii) a sale or other disposition of all or substantially all of Borrower’s assets to any person, other than an affiliate of Borrower; or (iii) a transaction in which any person or related group (other than Borrower and/or its affiliates) acquires more than fifty percent (50%) of the issued and outstanding shares, or more than fifty percent (50%) of the outstanding voting power of Borrower; (each of the transactions in clauses (i)-(iii), a “Change in Control Transaction”), then immediately prior to the closing or effectiveness of the Change in Control Transaction the outstanding Loan Amount shall be converted into Ordinary Shares of Borrower (the “Change in Control Conversion Shares”) at a price per share equal to 70% of the price per share in the Change in Control Transaction determined as follows: (A) in respect of a Change in Control Transaction described in clause (c)(i) above, the price per share shall be the aggregate consideration actually to be distributed to and received by the shareholders of Borrower in the Change in Control Transaction, divided by the aggregate number of issued and outstanding shares of equity securities of Borrower, on a fully-diluted and as-converted basis, participating in such distribution; (B) in respect of a Change in Control Transaction described in clause (c)(ii) above, the price per share shall be the aggregate consideration available for distribution to the holders of the equity securities of Borrower as a result of the Change in Control Transaction, as determined by the board of directors of Borrower, divided by the aggregate number of issued and outstanding equity securities of Borrower, on a fully diluted and as-converted basis, eligible to participate in such distribution and (C) in respect of a Change in Control Transaction described in clause (c)(iii) above the price per share shall be the price per share in such Change in Control Transaction. The value of securities or other payments-in-kind, if any, distributed to the holders of shares shall be determined by the board of directors of Borrower, in its sole discretion. (d) Unless previously converted, immediately prior to the consummation of an initial public offering by Borrower of its shares pursuant to an effective registration statement, prospectus or similar document under the US Securities Act of 1933, as amended, under the Israeli Securities Law of 1968 or any equivalent law of another jurisdiction (“IPO”), the outstanding Loan Amount shall be converted into Ordinary Shares of Borrower (the “IPO Conversion Shares”) at a price per share equal to 70% of the price per share in the IPO (for the avoidance of doubt, it is hereby clarified that in the event the IPO is conducted on the Tel-Aviv Stock Exchange (“TASE”) the outstanding Loan Amount shall be converted into Ordinary Shares of Borrower at a price per share equal to 70% of the minimum price per share determined in the Company's Prospectus (including any complimentary notice, as applicable). In the event that that the securities of Borrower offered in the IPO consist of “units” comprising Ordinary Shares and other securities, then the price per share in the IPO shall be the effective price per share as part of the unit as published in the Company's Prospectus or as determined by the board of directors of the Company. For the avoidance of doubt, it is hereby clarified that in the event the IPO is conducted on the TASE, the effective price per share shall be calculated in accordance with the TASE's rules and regulations. In any other event the effective price per share shall be calculated based on the Black-Scholes model. (e) In the event that the Lender Price Per Share, the price per share in effect a Change in Control Transaction or the price per share in an IPO is expressed in any currency other than US Dollars, conversion of the Loan Amount shall be in accordance with the rate of exchange last published by the Bank of Israel and known at the time of consummation of the relevant transaction and in the event of an IPO on the TASE on the date of such publication of the Company's Prospectus. (f) Lender acknowledges and agrees that in the event of a public offering of the Company’s securities any securities issued to Lender upon conversion of the Loan Amount may be subject to a lock-up period. (g) It is agreed that in no event shall the price per share paid by Lender for the shares upon conversion in accordance with this Section 4 (the “Mandatory Conversion DatePrice Per Share”) by providing thirty exceed a price per share reflecting a pre-money valuation of Borrower (30on a fully-diluted basis) days prior written notice of such Mandatory Conversion Date. Notwithstanding Twelve Million US Dollars ($12,000,000). (h) Upon conversion of the foregoingLoan Amount as aforesaid, the Company may not elect to cause Loan and all or a portion Interest accrued thereon shall be deemed fully repaid, and the issuance of the Securities Financing Conversion Shares, Change in Control Conversion Shares, IPO Conversion Shares or the Senior Conversion Shares, as the case may be, shall be deemed as full and complete satisfaction of all Borrower’s obligations under this Agreement and Lender shall have no further rights under this Agreement or with respect to convert into Common Stock on a Mandatory Conversion Date if, on the proposed Mandatory Conversion Date Loan and Interest accrued thereon. (i) For the Daily VWAP avoidance of doubt, it is equal to or greater than $ (as appropriately adjusted for stock splits, stock dividends, reorganizations, recapitalizations, stock combinations and the like) for hereby expressly agreed that each of the twenty conversion events described in paragraphs (20a) consecutive prior trading days ending on through (d) this Section 4 is independent of each other such event and the trading day immediately prior Loan Amount shall be subject to such date, (ii) the Common Stock issuable conversion upon the mandatory conversion would, immediately upon issuance, be Tradable and (iii) we have sufficient authorized and unissued shares of Common Stock for full conversion achievement of the Securities. Any such conversion shall be made pro-rata among all Holders of Securities and subject to the limitations conditions set forth in Section 9.2. On any of such Mandatory Conversion Date, the Company shall also pay the Holders an amount in cash or, at the Company’s option following the Authorization Date, provided that the Equity Conditions are met as of the Mandatory Conversion Date, in shares of Common Stock, valued at 90% of the Daily VWAP on the Trading Day immediately preceding the Mandatory Conversion Date, in each case equal to the then accrued and unpaid interest on the outstanding principal balance of the Securitiesparagraphs.