Common use of Conversion of Note Clause in Contracts

Conversion of Note. (a) Upon the conversion of a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its permitted nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when Subscriber sells the Shares, assuming (i) a registration statement including such Shares for registration, filed with the Commission is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Shares without restrictive legend and the Shares will be free-trading, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely, if pursuant to Rule 144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion. (b) Subscriber will give notice of its decision to exercise its right to convert the Note, interest, or part thereof by telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or otherwise pursuant to Section 13(a) of this Agreement. Subscriber will not be required to surrender the Note until the Note has been fully converted or satisfied. Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET, then the next business day) shall be deemed a “Conversion Date.” The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion of the Note to Subscriber via express courier for receipt by Subscriber within four (4) business days after the Conversion Date (such fourth day being the “Delivery Date”). In the event the Conversion Shares are electronically transferable, then delivery of the Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber. A Note representing the balance of the Note not so converted will be provided by the Company to Subscriber if requested by Subscriber, provided Subscriber delivers the original Note to the Company. (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively, later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. As compensation to Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note, the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount and interest (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered not to exceed a maximum of 15% of the principal amount outstanding on the Note. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the Company fails for any reason to effect delivery of the Conversion Shares within seven (7) business days after the Delivery Date or make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the damages payable in connection with the Company’s default shall be payable through the date notice of revocation or rescission is given to the Company.

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

Conversion of Note. (a) Upon Notwithstanding anything to the conversion of a Note contrary, express or part thereofimplied, contained in this Note, if at any time prior to the Maturity Date, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates Maker or another “Issuer” (as defined in the name Purchase Agreement) consummates an “Approved Public Listing” (as defined in the Purchase Agreement), this Note and all other Purchase Notes shall automatically, and without any further action on the part of Subscriber the Maker or other Issuer, on one hand, or the Holder of this Note and/or other holders of other Purchase Notes (or its permitted nominee) or such together with the Holder, the “Noteholders”), on the other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of hand, convert into shares of the non-voting Class B Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the certificates representing such shares shall contain no legend other than the legend Maker (as set forth in Section 4(hits amended and restated certificate of incorporation) or shares of non-voting common stock of any other Issuer, at a conversion price equal to the closing day market price of the Issuer’s common stock on the first trading day that the automatic conversion of this Note and the other Purchase Notes is announced formally to the public (the “Conversion Price”). If and when Subscriber sells ; which announcement may be included in the Shares, assuming (i) a final registration statement including such Shares for registration, filed with and prospectus declared effective by the Securities and Exchange Commission is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Shares without restrictive legend and the Shares will be free-trading, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely, if pursuant to Rule 144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion“Conversion Event”). (b) Subscriber will give notice In the event that such Conversion Event shall occur, the Maker or other Issuer shall, not later than ten (10) Business Days following such Conversion Event, issue and deliver to the Holder of its decision to exercise its right to convert this Note a stock certificate evidencing that number of shares of common stock of the Maker or other Issuer as shall be determined by dividing (i) the then unpaid Principal Amount of this Note, interesttogether with all interest at the Interest Rate accrued hereon, or part thereof by telecopying, or otherwise delivering a completed Notice of (ii) the Conversion (a form of Price; at which is annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or otherwise pursuant to Section 13(a) of time this Agreement. Subscriber will not be required to surrender the Note until the Note has been fully converted or satisfied. Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET, then the next business day) shall be deemed a “Conversion Date.” The Company will itself to be cancelled and without any further force or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion of the Note to Subscriber via express courier for receipt by Subscriber within four (4) business days after the Conversion Date (such fourth day being the “Delivery Date”). In the event the Conversion Shares are electronically transferable, then delivery of the Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber. A Note representing the balance of the Note not so converted will be provided by the Company to Subscriber if requested by Subscriber, provided Subscriber delivers the original Note to the Companyeffect. (c) The Company understands that Promptly following the occurrence of a delay in Conversion Event, the delivery Issuer shall register for resale under the Securities Act of 1933, as amended, a portion of the Conversion Shares for the benefit of the Noteholders, all as contemplated by the Registration Rights Agreement referred to in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively, later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. As compensation to Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note, the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount and interest (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered not to exceed a maximum of 15% of the principal amount outstanding on the Note. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the Company fails for any reason to effect delivery of the Conversion Shares within seven (7) business days after the Delivery Date or make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the damages payable in connection with the Company’s default shall be payable through the date notice of revocation or rescission is given to the Company.Purchase Agreement

Conversion of Note. (a) Upon the conversion of a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its permitted nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given Subject to the transfer agent restriction on ownership of the Company's ’s common shares of beneficial interest (“Common Stock and that the certificates representing such shares shall contain no legend other than the legend Shares”) as set forth in Section 4(h18(i), and upon compliance with the conditions here set forth, the Holder may convert this Note, or any portion hereof which is an integral multiple of $1,050,000, into Common Shares by surrender of this Note together with a completed Notice of Exercise, in the form annexed hereto as Exhibit A, executed by ▇▇▇▇▇▇, on or before the Maturity Date. Each conversion shall be deemed to have been effected as to this Note or any portion thereof three Trading Days (as such term is hereinafter defined) after the date upon which the Company shall have received a duly completed and properly executed Notice of Exercise (each, a “Conversion Date”). If A “Trading Day” shall mean a day upon which the New York Stock Exchange is open and when Subscriber sells the Shares, assuming executing transactions in common equity securities. For purpose of this Section 18: (i) if a registration statement including such Shares for registrationNotice of Exercise is received on a day which is not a Trading Day, filed with it shall be deemed to have been received on the Commission is effective and Trading Day immediately following the prospectus, as supplemented or amended, contained therein is current day of actual receipt; and (ii) Subscriber or its agent confirms any Notice of Exercise received after 4:30 p.m., Eastern time, shall be deemed to have been received on the Trading Day immediately following the day of actual receipt. Upon a conversion of this Note in writing whole of in part, the Holder shall be entitled to receive on the transfer agent that Subscriber has complied with interest payment date next succeeding the prospectus delivery requirementsapplicable Conversion Date, a cash payment in respect of (x) all interest which shall have accrued to, but excluding, the date of conversion on the portion of this Note outstanding immediately prior to such conversion, plus (y) all interest which shall have accrued on the unconverted portion of this Note from the Conversion Date through the end of the quarter in question. In case this Note shall be surrendered for partial conversion, the Company will reissue shall execute and deliver to the Shares without restrictive legend and the Shares will be free-trading, and freely transferable. In the event that the Shares are sold Holder a new Note in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue principal amount equal to the transfer agent an opinion permitting removal of the legend indefinitely, if pursuant to Rule 144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion. (b) Subscriber will give notice of its decision to exercise its right to convert the Note, interest, or part thereof by telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or otherwise pursuant to Section 13(a) unconverted portion of this Agreement. Subscriber will not be required to surrender the Note until the Note has been fully converted or satisfied. Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET, then the next business day) shall be deemed a “Conversion DateNote.” The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion of the Note to Subscriber via express courier for receipt by Subscriber within four (4) business days after the Conversion Date (such fourth day being the “Delivery Date”). In the event the Conversion Shares are electronically transferable, then delivery of the Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber. A Note representing the balance of the Note not so converted will be provided by the Company to Subscriber if requested by Subscriber, provided Subscriber delivers the original Note to the Company. (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively, later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. As compensation to Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note, the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount and interest (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered not to exceed a maximum of 15% of the principal amount outstanding on the Note. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the Company fails for any reason to effect delivery of the Conversion Shares within seven (7) business days after the Delivery Date or make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the damages payable in connection with the Company’s default shall be payable through the date notice of revocation or rescission is given to the Company.

Conversion of Note. (a) Upon On or after the conversion of a Note Due Date or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, upon an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its permitted nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent effective registration of the Company's Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when Subscriber sells the Shares, assuming (i) a registration statement including such Shares for registration, filed with the Commission is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements’s stock, the Company will reissue Payee may convert all or part of the Shares without restrictive legend and remaining principal balance, plus accrued interest, of this Note into the Shares will be free-tradingcommon stock, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registrationpar value $0.001 per share, of the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely, if pursuant to Rule 144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion. (b) Subscriber will give notice of its decision to exercise its right to convert the Note, interest, or part thereof by telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or otherwise pursuant to Section 13(a) of this Agreement. Subscriber will not be required to surrender the Note until the Note has been fully converted or satisfied. Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET, then the next business day) shall be deemed a “Conversion Date.” The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion of the Note to Subscriber via express courier for receipt by Subscriber within four (4) business days after the Conversion Date (such fourth day being the “Delivery DateCommon Stock”). In the event of a conversion, the Conversion Shares are electronically transferable, then delivery number of shares of the Shares must Common Stock to be made issued shall be determined by electronic dividing (i) the unpaid principal balance of this Note, plus any accrued interest by (ii) eighty percent (80%) of the average of the lowest three closing bid prices in past 20 trading days immediately preceding any such conversion. All such Common Stock conversions shall not exceed 4.99% of the then outstanding Common Stocks of the Company. If this Note is surrendered for conversion, it shall be duly endorsed, or be accompanied by a written instrument of transfer provided request for such electronic transfer has been made in a form satisfactory to the Company duly executed by the Subscriberholder of this Note. A For convenience, the conversion of all or a portion, as the case may be, of the principal, plus accrued interest, of this Note representing into the balance Common Stock is hereinafter sometimes referred to as the conversion of this Note. In the event that this Note is converted in part only, upon such conversion the Company shall execute and deliver to the Payee, without service charge, a new Note or Notes, of any authorized denomination or denominations as requested by the Payee, in aggregate principal amount equal to and in exchange for the unconverted portion of the principal and accrued interest of the Note not so converted will be provided by the Company to Subscriber if requested by Subscriber, provided Subscriber delivers the original Note to the Companysurrendered. (cb) The Company understands that a delay As promptly as practicable after the surrender, as herein provided, of this Note or portion thereof in the delivery of the Conversion Shares in the proper form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively, later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. As compensation to Subscriber for such lossconversion, the Company agrees to pay (as liquidated damages shall deliver a certificate or certificates representing the number of fully paid and not as a penalty) to Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion nonassessable shares of the Note, Common Stock into which this Note (or portion thereof) may be converted in accordance with the amount provisions of $100 per business day after the Delivery Date for each $10,000 of Note principal amount and interest (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered not to exceed a maximum of 15% of the principal amount outstanding on the this Note. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available Subject to the Subscriberfollowing provisions of this Paragraph 3, in the event that the Company fails for any reason such conversion shall be deemed to effect delivery of the Conversion Shares within seven (7) business days after the Delivery Date or make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be restored to their respective positions have been made immediately prior to the delivery close of business on the date that this Note or portion thereof shall have been surrendered for conversion, accompanied by written notice, so that the rights of the Payee as holders thereof shall cease with respect to this Note (or the portion thereof being converted) at such time, and the person or persons entitled to receive the shares of the Common Stock upon conversion of this Note or portion thereof shall be treated for all purposes as having become the record holder of such noticeshares of the Common Stock at such time. Provided, except however, that no such surrender on any date when the damages payable in connection with stock transfer books of the Company’s default Company shall be payable through closed shall be effective to constitute the date notice person or persons entitled to receive the shares of revocation the Common Stock upon such conversion as the record holder or rescission is given holders of such shares of the Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of the Common Stock as the record holder or holders thereof for all purposes immediately prior to the Companyclose of the business on the next succeeding day on which such stock transfer books are open.

Conversion of Note. (a) Upon At the option of Holder, at any time on or prior to the Maturity Date, this Note shall be convertible, in whole (including accrued but unpaid interest) but not in part at the then-applicable Conversion Price (as hereinafter defined) into fully paid and nonassessable shares of Common Stock, par value $.001 per share ("Common Stock"). In order to exercise its option to convert as provided herein, Holder shall deliver and surrender this Note to the Company accompanied by written notice of its election to convert this Note pursuant to the conversion form attached as EXHIBIT A. (b) If not sooner redeemed or converted, this Note shall be converted in whole (including accrued but unpaid interest) on the Maturity Date at the then-applicable Conversion Price in fully paid and nonassessable shares of Common Stock. (c) The conversion price for this Note shall be $7.225, provided, however, that such price shall be subject to adjustment as hereinafter provided (such amount, as and to the extent adjusted as herein provided, is referred to as the "Conversion Price"); so that upon conversion of this Note, Holder shall be entitled to receive a number of shares of Common Stock equal to (x) the total indebtedness (i.e., principal and accrued (but unpaid) interest through the date prior to the date of such conversion) still due and payable under this Note, divided by (y) the Conversion Price. No fractional shares of Common Stock shall be issued upon the conversion of this Note. Instead of a Note or part thereoffraction of a share of Common Stock which would otherwise be issuable upon conversion of this Note, the Company shallshall pay a cash adjustment in respect of such fraction of a share of Common Stock in an amount equal to the same fractional interest of the Conversion Price. Upon conversion of this Note, at its own cost this Note shall be delivered and expense, take all necessary action, including obtaining and delivering, an opinion of counsel surrendered to assure that the Company's transfer agent , duly endorsed to the Company or accompanied by proper instruments of transfer, and Holder shall issue provide to the Company, a written notice of the name or names in which the certificate or certificates for shares of Common Stock shall be issued. Upon such surrender and delivery of such notice and this Note, Holder shall be entitled to receive stock certificates in the name of Subscriber (or its permitted nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing evidencing the number of shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given into which this Note is convertible, interest on this Note shall cease to the transfer agent of the Company's Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when Subscriber sells the Shares, assuming (i) a registration statement including such Shares for registration, filed with the Commission is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Shares without restrictive legend and the Shares will be free-tradingaccrue, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely, if pursuant to Rule 144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion. (b) Subscriber will give notice of its decision to exercise its right to convert the Note, interest, or part thereof by telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or otherwise pursuant to Section 13(a) of this Agreement. Subscriber will not be required to surrender the Note until the Note has been fully converted or satisfied. Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET, then the next business day) shall be cancelled and shall not thereafter be deemed a “Conversion Date.” The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion of the Note to Subscriber via express courier for receipt by Subscriber within four (4) business days after the Conversion Date (such fourth day being the “Delivery Date”). In the event the Conversion Shares are electronically transferable, then delivery of the Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber. A Note representing the balance of the Note not so converted will be provided by the Company to Subscriber if requested by Subscriber, provided Subscriber delivers the original Note to the Company. (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively, later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. As compensation to Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note, the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount and interest (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered not to exceed a maximum of 15% of the principal amount outstanding on the Noteoutstanding. The Company shall pay any payments incurred under this Section upon demand. Furthermore, all taxes and other charges in addition to any other remedies which may be available to the Subscriber, in the event that the Company fails for any reason to effect delivery respect of the Conversion Shares within seven (7) business days after the Delivery Date or make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), Subscriber will be entitled issuance of shares of Common Stock to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to Holder upon any such effect to the Company whereupon the Company and Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the damages payable in connection with the Company’s default shall be payable through the date notice of revocation or rescission is given to the Companyconversion.

Conversion of Note. (a) Upon Subject to and upon compliance with the provisions of this Section 8.02, the Holder shall have the right, at such Holder’s option, to convert the Note, in whole and not in part, at any time upon or after the Second Closing (if the FCC Approval shall have been received at the time of or prior to the Second Closing), into shares of Series A Preferred Stock at a conversion rate of $1.00 in liquidation preference of Series A Preferred Stock per $1.00 of aggregate principal amount of the Note (the “Conversion Rate”). In addition, in the event that (x) the Second Closing occurs, (y) the FCC Approval shall have been received at the time of or prior to the Second Closing and (z) the Holder shall not have exercised its conversion right pursuant to the preceding sentence by the date that is one (1) Business Day following the Second Closing Date, then the Company shall have the right to cause the conversion of a Note or part thereofthe Note, in whole and not in part, into Series A Preferred Stock at the Company shallConversion Rate at any time thereafter, at its own cost subject to and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its permitted nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when Subscriber sells the Shares, assuming (i) a registration statement including such Shares for registration, filed compliance with the Commission is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Shares without restrictive legend and the Shares will be free-trading, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely, if pursuant to Rule 144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinionthis Section 8.02. (b) Subscriber will give notice Upon conversion of its decision the Note, the Company shall deliver, or cause to be delivered, to the Holder (registered in the name(s) of the Person(s) identified by the Holder as described in Section 8.02(c)) shares of Series A Preferred Stock with a liquidation preference equal to the aggregate principal amount, as of the Conversion Election Date, of the Note, together with cash in an amount equal to the accrued but unpaid interest on the Note to the Business Day following the relevant Conversion Election Date, by a date no later than the Business Day following the relevant Conversion Election Date. (c) In order to exercise its right to convert conversion right, the Note, interest, or part thereof by telecopying, or otherwise delivering a completed Notice of Conversion Holder shall (a form of which is annexed as Exhibit A to the Note1) to the Company via confirmed telecopier transmission or otherwise pursuant to Section 13(a) of this Agreement. Subscriber will not be required to surrender the Note until the Note has been fully converted or satisfied. Each date on which a Notice of Conversion is telecopied deliver an irrevocable notice to the Company in accordance with the notice provisions hereof of this Note and state in writing therein that it wishes to convert the Note and the name or names (with addresses) in which the Holder wishes the certificate or certificates for the shares of Series A Preferred Stock to be delivered upon settlement of the conversion to be registered; and (2) surrender this Note, duly endorsed to the Company or in blank (and accompanied by 6 PM Eastern Time (“ET”appropriate endorsement and transfer documents) (or if received by the date upon which the Holder satisfies the conditions in clause (1) and (2), the “Holder Conversion Election Date”). In order to exercise its right to cause conversion of the Note, the Company shall deliver an irrevocable notice to the Holder in accordance with the notice provisions of this Note and state in writing therein that it wishes to cause the conversion of the Note and request that the Holder, within five (5) Business Days thereafter, (x) provide to the Company in writing the name or names (with addresses) in which the Holder wishes the certificate or certificates for the shares of Series A Preferred Stock to be delivered upon settlement of the conversion to be registered and (y) surrender this Note, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents) (the date that is five (5) Business Days after 6 PM ETthe date that the Company satisfies the condition in this sentence, then the next business day) shall be deemed a “Company Conversion Election Date,” and the earlier of the Holder Conversion Election Date and the Company Conversion Election Date, the “Conversion Election Date”).” (d) The Company will itself shall pay any documentary, stamp or cause similar issue or transfer tax due on the Companyissue of any shares of Series A Preferred Stock upon conversion of a Note, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s transfer agent name, in which case the Holder shall pay that tax. The Company may refuse to transmit deliver the Company's Common Stock certificates representing the Conversion Shares issuable shares of Series A Preferred Stock being issued in a name other than the Holder’s name until the Company receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence or the Person requesting such issue has established to the satisfaction of the Company that such tax has been paid or is not payable. (e) The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Series A Preferred Stock to provide for conversion of all the Subordinated Notes from time to time. (f) The Company covenants that all shares of Series A Preferred Stock issued upon conversion of the Note to Subscriber via express courier for receipt by Subscriber within four (4) business days after the Conversion Date (such fourth day being the “Delivery Date”). In the event the Conversion Shares are electronically transferable, then delivery of the Shares must will be made by electronic transfer provided request for such electronic transfer has been made fully paid and non-assessable by the Subscriber. Company and free from all taxes, liens and charges with respect to the issue thereof. (g) The Company covenants that, if any shares of Series A Note representing Preferred Stock to be provided for the balance purpose of conversion of the Note not so converted will hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be provided by the Company to Subscriber if requested by Subscriber, provided Subscriber delivers the original Note to the Company. (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively, later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. As compensation to Subscriber for such lossvalidly issued upon conversion, the Company agrees to pay (will secure such registration or approval, as liquidated damages and not as a penalty) to Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note, the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount and interest (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered not to exceed a maximum of 15% of the principal amount outstanding on the Note. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which case may be available to the Subscriber, in the event that the Company fails for any reason to effect delivery of the Conversion Shares within seven (7) business days after the Delivery Date or make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the damages payable in connection with the Company’s default shall be payable through the date notice of revocation or rescission is given to the Companybe.

Conversion of Note. (a) Upon On or after the Due Date or upon an effective registration of the Company's stock, the Payee may convert all or part of the remaining principal balance, plus accrued interest, of this Note into the common stock, par value $0.001 per share, of the Company (the "Common Stock"). In the event of a conversion, the number of shares of the Common Stock to be issued shall be determined by dividing (i) the unpaid principal balance of this Note, plus any accrued interest by (ii) eighty percent (80%) of the average of the lowest three closing bid prices in past 20 trading days immediately preceding any such conversion. All such Common Stock conversions shall not exceed 4.99% of the then outstanding Common Stocks of the Company. If this Note is surrendered for conversion, it shall be duly endorsed, or be accompanied by a written instrument of transfer in a form satisfactory to the Company duly executed by the holder of this Note. For convenience, the conversion of all or a portion, as the case may be, of the principal, plus accrued interest, of this Note into the Common Stock is hereinafter sometimes referred to as the conversion of this Note. In the event that this Note is converted in part only, upon such conversion the Company shall execute and deliver to the Payee, without service charge, a new Note or part thereofNotes, of any authorized denomination or denominations as requested by the Payee, in aggregate principal amount equal to and in exchange for the unconverted portion of the principal and accrued interest of the Note so surrendered. (b) As promptly as practicable after the surrender, as herein provided, of this Note or portion thereof in proper form for conversion, the Company shallshall deliver a certificate or certificates representing the number of fully paid and nonassessable shares of the Common Stock into which this Note (or portion thereof) may be converted in accordance with the provisions of this Note. Subject to the following provisions of this Paragraph 3, at its own cost and expensesuch conversion shall be deemed to have been made immediately prior to the close of business on the date that this Note or portion thereof shall have been surrendered for conversion, take all necessary actionaccompanied by written notice, including obtaining and delivering, an opinion of counsel to assure so that the Company's transfer agent rights of the Payee as holders thereof shall issue stock certificates in the name of Subscriber cease with respect to this Note (or its permitted nomineethe portion thereof being converted) at such time, and the person or persons entitled to receive the shares of the Common Stock upon conversion of this Note or portion thereof shall be treated for all purposes as having become the record holder of such shares of the Common Stock at such time. Provided, however, that no such surrender on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of the Common Stock upon such conversion as the record holder or holders of such shares of the Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of the Common Stock as the record holder or holders thereof for all purposes immediately prior to the close of the business on the next succeeding day on which such stock transfer books are open. Vantage Point Convertible Note Initials _________ __________ (c) No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. If more than one Note shall be surrendered for conversion at one time by the Payee, the number of full shares issuable upon conversion thereof shall be computed on the outstanding shares of the Common Stock, or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Payee shall have the right thereafter to convert this Note into the kind and amount of shares of stock of the Company or of such successor or purchasing corporation and other persons as designated securities and property receivable upon such reclassification, change, consolidation, merger, sale, or conveyance by Subscriber and in such denominations to be specified at conversion representing the Payee of the number of shares of Common Stock into which this Note might have been converted immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. The provisions of this paragraph shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales, or conveyances. (e) The Company covenants that it will at times reserve and keep available out of its authorized Common Stock solely for the purpose of issue upon conversion of this Note as herein provided, such number of shares of the Common Stock as shall then be issuable upon the conversion of unpaid balance, including accrued interest, of this Note. The Company covenants that a]l shares of the Common Stock which shall be so issuable shall, when issued, be duly and validly issued and fully paid and nonassessable. (f) The Company covenants that upon conversion of this Note as herein provided, there will be credited to the Common Stock stated capital from the consideration for which the shares of the Common Stock issuable upon such conversion. The Company warrants that no instructions other conversion are issued an amount per share of the Common Stock so issued as determined by the Board of Directors, which amount shall not be less than these instructions have been or will be given to the transfer agent of amount required by law and by the Company's Articles of Incorporation, as amended, as in effect on the date of such conversion. For the purposes of this covenant, the principal amount of the Note converted, less the amount of cash paid in lieu of the issuance of fractional shares of such conversion, shall be deemed to be the amount of consideration for which the shares of the Common Stock and that the certificates representing issuable upon such shares shall contain no legend other than the legend set forth in Section 4(h). If and when Subscriber sells the Shares, assuming (i) a registration statement including such Shares for registration, filed with the Commission is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Shares without restrictive legend and the Shares will be free-trading, and freely transferable. In the event that the Shares conversion are sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely, if pursuant to Rule 144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinionissued. (bg) Subscriber will give notice The issuance of its decision certificates for shares of the Common Stock upon the conversion of this Note shall be made without charge to exercise its right to convert the NotePayee so converting for any tax in respect of the issuance of such certificates, interestand such certificates shall be issued in the name of, or part thereof by telecopyingin such names as may be directed by, or otherwise delivering a completed Notice of Conversion (a form of which is annexed as Exhibit A to the Note) to Payee; provided, however, that the Company via confirmed telecopier transmission or otherwise pursuant to Section 13(a) of this Agreement. Subscriber will shall not be required to surrender pay any tax which may be payable in respect of any transfer involved in the Note issuance and delivery of any such certificate in the name other than that of the Payee, and the Company shall not be required to issue or deliver such certificates unless or until the Note has been fully converted person or satisfied. Each date on which a Notice of Conversion is telecopied persons requesting the issuance thereof shall have paid to the Company in accordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET, then the next business day) shall be deemed a “Conversion Date.” The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion of the Note to Subscriber via express courier for receipt by Subscriber within four (4) business days after the Conversion Date (such fourth day being the “Delivery Date”). In the event the Conversion Shares are electronically transferable, then delivery of the Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber. A Note representing the balance of the Note not so converted will be provided by the Company to Subscriber if requested by Subscriber, provided Subscriber delivers the original Note to the Company. (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively, later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. As compensation to Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note, the amount of $100 per business day after such tax or shall have established to the Delivery Date for each $10,000 of Note principal amount and interest (and proportionately for other amounts) being converted satisfaction of the corresponding Conversion Shares which are not timely delivered not to exceed a maximum of 15% of the principal amount outstanding on the NoteCompany that such tax has been paid. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the Company fails for any reason to effect delivery of the Conversion Shares within seven (7) business days after the Delivery Date or make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the damages payable in connection with the Company’s default shall be payable through the date notice of revocation or rescission is given to the Company.Vantage Point Convertible Note Initials _________ __________

Conversion of Note. (a) Upon If permitted by applicable securities laws, on the conversion Maturity Date and subject to and upon compliance with the provisions of a Note or part thereofthis Note, Maker shall have the Company shallright, at its own cost option, to convert some or all of the Note into the number of fully paid and expensenonassessable shares of Common Stock as is obtained by: (i) adding (A) the principal amount of this Note to be converted and (B) the amount of accrued and unpaid interest with respect to such portion of this Note to be converted; and (ii) dividing the result obtained pursuant to clause (i) above by the Conversion Price then in effect. The rights of conversion set forth in this Section 3 shall be exercised by Maker by giving written notice to Holder that Maker elects to convert a stated amount of this Note into Common Stock at lease three (3) Business Days prior to the Maturity Date. Within ten (10) Business Days following the Maturity Date, take all necessary actionHolder shall surrender this Note (or, including obtaining and deliveringin lieu thereof, by delivery of an opinion appropriate lost security affidavit in the event this Note shall have been lost or destroyed) to Maker at its principal office (or such other office or agency of counsel Maker as Maker may designate by notice in writing to assure that Holder), together with a statement of the Company's transfer agent name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued. If Holder does not deliver this Note within such ten (10) Business Day period, Maker shall issue stock the certificate or certificates for shares of Common Stock in the name of Subscriber and deliver such certificates to the address of Holder listed on the face of this Note or to such other name or address delivered to Maker prior to the date of such issuance. (b) Promptly (but in no event more than three (3) Business Days) after receipt of the information from Holder referred to in Section 3(a) above and surrender of this Note (or, in lieu thereof, by delivery of an appropriate lost security affidavit in the event this Note shall have been lost or its permitted nomineedestroyed) or such other persons as designated by Subscriber following the expiration of the ten (10) Business Day period referred to in Section 3(a) above, Maker shall issue and deliver, or cause to be issued and delivered, to Holder, registered in such denominations to be specified at conversion representing name or names as Holder may direct in writing, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when Subscriber sells the Shares, assuming (i) a registration statement including such Shares for registration, filed with the Commission is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Shares without restrictive legend and the Shares will be free-trading, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely, if pursuant to Rule 144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support conversion of such opinion. (b) Subscriber will give notice of its decision to exercise its right to convert the Note, interest, or part thereof by telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or otherwise pursuant to Section 13(a) portion of this AgreementNote. Subscriber will not be required to surrender To the Note until the Note has been fully converted or satisfied. Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof extent permitted by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ETlaw, then the next business day) such conversion shall be deemed a “Conversion Date.” The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion have been effected as of the Note to Subscriber via express courier for receipt by Subscriber within four (4) close of business days after on the Conversion Date (such fourth day being the “Delivery Maturity Date”). In the event the Conversion Shares are electronically transferable, then Upon issuance and delivery of the Shares must be made by electronic transfer provided request for such electronic transfer has been made by shares of Common Stock converted hereunder, the Subscriber. A Note representing rights of Holder shall cease with respect to the balance principal amount of the Note not so converted will Notes being converted, and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be provided by issuable upon such conversion shall be deemed to have become the Company to Subscriber if requested by Subscriber, provided Subscriber delivers holder or holders of record of the original Note to the Companyshares of Common Stock represented thereby. (c) The Company understands that a delay No fractional shares shall be issued upon any conversion of this Note into Common Stock. If any fractional share of Common Stock would be delivered upon such conversion, Maker, in the delivery lieu of the Conversion Shares delivering such fractional share, shall pay to Holder an amount in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively, later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss cash equal to the Subscriber. As compensation to Subscriber for Market Price of such loss, fractional share of Common Stock. (d) In case the Company agrees to pay (as liquidated damages and not as a penalty) to Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note, the principal amount of $100 per business day after this Note exceeds the Delivery Date for each $10,000 of Note principal amount and accrued interest (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered not converted, Maker shall, upon such conversion, deliver a cash payment to exceed a maximum of 15% of Holder equal to the principal amount outstanding of this Note plus all accrued but unpaid interest which is not to be converted into shares of Common Stock. (e) In the event that, as a result of any reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, Holder shall become entitled to receive any shares of capital stock of Maker other than shares of Common Stock, the shares so receivable upon conversion of this Note shall be on the Note. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available terms as nearly equivalent as practicable to the Subscriber, provisions contained in the event that the Company fails for any reason to effect delivery of the Conversion Shares within seven (7) business days after the Delivery Date or make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the damages payable in connection with the Company’s default shall be payable through the date notice of revocation or rescission is given to the Companythis Note.

Conversion of Note. (a) Upon the conversion Section 8.1 Conversion of a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its permitted nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of into Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when Subscriber sells the Shares, assuming (i) a registration statement including such Shares for registration, filed with the Commission is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Shares without restrictive legend and the Shares will be free-trading, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely, if pursuant to Rule 144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion. (b1) Subscriber will give notice Upon and subject to the provisions and conditions of its decision this Article 8, each Holder shall have the right, at his option, at any time after the Closing and prior to exercise its right the close of business on the Business Day immediately preceding the day fixed for the redemption of Notes, to convert a portion or all of the Note, interest, or part thereof Notes held by telecopying, or otherwise delivering a completed Notice such Holder into fully paid and non-assessable Common Shares of the Parent at the Conversion Price in effect on the Date of Conversion and subject to adjustment as set out in Section 8.4, below. (a form 2) A Holder’s right of which is annexed as Exhibit A conversion pursuant to this Article 8 shall extend only to the Note) to maximum number of whole Common Shares into which the Company via confirmed telecopier transmission or otherwise pursuant to Section 13(a) aggregate principal amount of this Agreement. Subscriber will not any Note surrendered for conversion at any one time by the Holder may be required to surrender the Note until the Note has been fully converted or satisfied. Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET, then the next business day) of Section 8.1(1). Fractional interests in Common Shares shall be deemed a “Conversion Dateadjusted for in the manner provided in Section 8.4.” The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion (3) If payment of the redemption price or the purchase price of any Note to Subscriber via express courier for receipt by Subscriber within four (4) business days after the Conversion Date (such fourth day being the “Delivery Date”). In the event the Conversion Shares are electronically transferable, then delivery of the Shares must be made by electronic transfer provided request for such electronic transfer which has been made by the Subscriber. A Note representing the balance called for redemption or tendered in acceptance of the Note not so converted will be provided any offer by the Company to Subscriber purchase Notes for cancellation is not made, in the case of a redemption upon due surrender of such Note or in the case of a purchase on the date on which such purchase is required to be made, as the case may be, the right to convert such Notes shall revive and continue, all as if requested such Note had not been called for redemption or tendered in acceptance of the Company’s offer, as the case may be. (4) In case of any reclassification of the Common Shares at any time outstanding (other than any subdivision or consolidation of Common Shares into a greater or lesser number of Common Shares) or change of the Common Shares into other shares, or in case of a Change of Control (other than a Change of Control which does not result in a reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), the Holder of any Note who thereafter shall convert such Note under this Article 8 shall be entitled to receive, and shall accept, in lieu of the number of Common Shares to which such Holder was theretofore entitled upon such conversion, the kind and amount of shares and other securities or property which such Holder would have been entitled to receive as a result of such Change of Control if, on the effective date thereof, he had been the registered holder of the number of Common Shares to which such Holder was theretofore entitled upon conversion. If necessary, appropriate adjustments shall be made in the application of the provisions set forth in this Article 8 with respect to the rights and interests thereafter of the Holders of Notes to the end that the provisions set forth in this Article 8 shall thereafter correspondingly be made applicable as nearly as may be possible in relation to any shares or other securities or property thereafter deliverable upon the conversion of any Note. Any such adjustments shall be made by Subscriberand set forth in a supplemental agreement approved by the Directors and shall for all purposes be conclusively deemed to be an appropriate adjustment. (5) Upon any conversion of a Note into fully paid and non-assessable Common Shares, provided Subscriber delivers pursuant to this Agreement, Holders shall be required to execute a subscription agreement for Common Shares in a form and substance satisfactory to the original Administrative Agent. Section 8.2 Manner of Exercise of Right to Convert to Common Shares. (1) A Holder desiring to convert a Note in whole or in part into Common Shares shall surrender such Note to the CompanyAdministrative Agent, together with the conversion form on the back of such Note or any other written notice in a form satisfactory to the Administrative Agent, in either case duly executed by the Holder or such ▇▇▇▇▇▇’s executors, administrators or other legal representatives or his or their attorney-in-fact duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Administrative Agent, exercising his right to convert such Note in accordance with the provisions of this Article 8. Thereupon such Holder or, subject to payment of all applicable stamp or security transfer taxes or other similar charges and compliance with all reasonable requirements of the Administrative Agent, his nominee or assignee, shall be entitled to be entered in the books of the Parent as at the Date of Conversion (or such later date as is specified in Section 8.2(2) as the Holder of the number of Common Shares into which such Note is convertible in accordance with the provisions of this Article 8 and, as soon as practicable into which such Note is convertible hereafter, the Parent shall deliver to such Holder or, subject as aforesaid, his nominee or assignee, a certificate or certificates for such Common Shares and, if applicable, a cheque for any amount payable under Section 8.5. (c2) The Company understands that For the purposes of this Article 8, a delay in the delivery of the Conversion Shares in the form required pursuant Note shall be deemed to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively, later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. As compensation to Subscriber be surrendered for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note, the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount and interest (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered not to exceed a maximum of 15% of the principal amount outstanding conversion on the Note. The Company shall pay any payments incurred under date (the "Date of Conversion") on which it is so surrendered in accordance with the provisions of this Section upon demand. Furthermore, in addition to any other remedies which may be available to the SubscriberArticle 8 and, in the event that case of a Note so surrendered by post or other means of transmission, on the Company fails date on which it is received by the Company. If a Note is surrendered for conversion in accordance with the provisions of this Article 8 on any reason to effect delivery of day on which the Conversion Register for Common Shares within seven (7) business days after is closed, the Delivery Date or make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), Subscriber will be Person entitled to revoke all or part of receive Common Shares upon the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be restored to their respective positions immediately prior to the delivery conversion of such notice, except that Note shall become the damages payable in connection with the Company’s default shall be payable through shareholder of record of such Common Shares as at the date notice of revocation or rescission is given to the Companyon which such Registers are next open.

Conversion of Note. (a) Upon Subject to and upon compliance with the provisions of this Section 8.02, the Holder shall have the right, at such Holder’s option, to convert the Note, in whole and not in part, at any time upon or after the Second Closing (if the FCC Approval shall have been received at the time of or prior to the Second Closing), into shares of Series A Preferred Stock at a conversion rate of $1.00 in liquidation preference of Series A Preferred Stock per $1.00 of aggregate principal amount of the Note (the “Conversion Rate”). In addition, in the event that (x) the Second Closing occurs, (y) the FCC Approval shall have been received at the time of or prior to the Second Closing and (z) the Holder shall not have exercised its conversion right pursuant to the preceding sentence by the date that is one (1) Business Day following the Second Closing Date, then the Company shall have the right to cause the conversion of a Note or part thereofthe Note, in whole and not in part, into Series A Preferred Stock at the Company shallConversion Rate at any time thereafter, at its own cost subject to and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its permitted nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when Subscriber sells the Shares, assuming (i) a registration statement including such Shares for registration, filed compliance with the Commission is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Shares without restrictive legend and the Shares will be free-trading, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely, if pursuant to Rule 144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinionthis Section 8.02. (b) Subscriber will give notice Upon conversion of its decision the Note, the Company shall deliver, or cause to be delivered, to the Holder (registered in the name(s) of the Person(s) identified by the Holder as described in Section 8.02(c)) shares of Series A Preferred Stock with a liquidation preference equal to the aggregate principal amount, as of the Conversion Election Date, of the Note, together with cash in an amount equal to the accrued but unpaid interest on the Note to the Business Day following the relevant Conversion Election Date, by a date no later than the Business Day following the relevant Conversion Election Date. (c) In order to exercise its right to convert conversion right, the Note, interest, or part thereof by telecopying, or otherwise delivering a completed Notice of Conversion Holder shall (a form of which is annexed as Exhibit A to the Note1) to the Company via confirmed telecopier transmission or otherwise pursuant to Section 13(a) of this Agreement. Subscriber will not be required to surrender the Note until the Note has been fully converted or satisfied. Each date on which a Notice of Conversion is telecopied deliver an irrevocable notice to the Company in accordance with the notice provisions hereof by 6 PM Eastern Time of this Note and state in writing therein that it wishes to convert the Note and the name or names (“ET”with addresses) (in which the Holder wishes the certificate or if received by certificates for the Company after 6 PM ET, then the next business day) shall shares of Series A Preferred Stock to be deemed a “Conversion Date.” The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable delivered upon conversion settlement of the Note conversion to Subscriber via express courier for receipt by Subscriber within four (4) business days after the Conversion Date (such fourth day being the “Delivery Date”). In the event the Conversion Shares are electronically transferable, then delivery of the Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber. A Note representing the balance of the Note not so converted will be provided by the Company to Subscriber if requested by Subscriber, provided Subscriber delivers the original Note to the Company. (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively, later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. As compensation to Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note, the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount and interest (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered not to exceed a maximum of 15% of the principal amount outstanding on the Note. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the Company fails for any reason to effect delivery of the Conversion Shares within seven (7) business days after the Delivery Date or make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the damages payable in connection with the Company’s default shall be payable through the date notice of revocation or rescission is given to the Company.registered; and