Common use of Conversion Procedure Clause in Contracts

Conversion Procedure. i. The Holder may, at any time after the Date of Issuance and at the option of the Holder, convert all or any portion of the Principal and all accrued interest on this Note into fully paid and nonassessable shares of Common Stock in accordance with this Section 3 and at a price per share of Common Stock equal to the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. ii. Each conversion of this Note shall be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, the person or persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate or certificates. iii. As soon as possible after a conversion has been effected (but in any event within five (5) Business Days), the Corporation shall deliver to the converting Holder: A. a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder has specified; B. if applicable, a new note in the face amount of principal and interest representing that portion of the Note and accrued but unpaid interest thereon not converted; and C. cash in lieu of any fractional share as provided for herein. iv. The issuance of certificates for shares of Common Stock upon conversion of the Note shall be made without charge to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessable.

Conversion Procedure. i. The Holder may, This Capital Note may be converted in whole or in part at any time after and from time to time by the Date surrender of Issuance and this Capital Note to the Company at the option its principal office together with written notice of the Holder, election to convert all or any portion of the Principal and all accrued interest Amount thereof, duly signed on this Note into fully paid and nonassessable shares behalf of Common Stock in accordance with this Section 3 and at a price per share of Common Stock equal the Holder. The Company shall, on such surrender date or as soon as practicable thereafter, issue irrevocable instructions to its stock transfer agent to deliver to the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock Holder a certificate or certificates for the sole purpose number of issuance upon Conversion Shares to which the Holder shall be entitled as a result of such conversion as aforesaid. Such conversion, the issue and allotment of this Note such Conversion Shares and payment the registration of interest on this Note, each the Holder in the register of members of the Company as provided herein. ii. Each conversion the holder of this Note such Conversion Shares shall be deemed to have been effected as of made immediately prior to the close of business on the date on which of such surrender of this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, Capital Note or portion thereof and the person or persons in whose name or names any certificate or certificates for shares of Common Stock are entitled to be issued receive the Conversion Shares issuable upon such conversion shall be deemed to have become treated for all purposes as the record holder or holders as of record such date of the shares of Common Stock represented by such certificate or certificates. iii. As soon as possible after a conversion has been effected (but in any event within five (5) Business Days), the Corporation shall deliver to the converting Holder: A. a certificate or certificates representing the number of shares of Common Stock issuable by reason Conversion Shares to which the Holder shall be entitled as a result of such conversion in such name or names and such denomination or denominations as aforesaid. In the converting Holder has specified; B. if applicableevent of a partial conversion, a new note in the face amount of principal and interest representing that portion of the Note and accrued but unpaid interest thereon not converted; and C. cash in lieu of any fractional share as provided for herein. iv. The issuance of certificates for shares of Common Stock upon conversion of the Note Company shall be made without charge concurrently issue to the Holder for any issuance tax in respect a replacement Capital Note of like tenor as this Capital Note, but representing the Principal Amount remaining after such issuance (including documentarypartial conversion. For the avoidance of doubt, stamp or similar tax) or other cost incurred by the Corporation in connection with such conversion Company confirms that the terms of this Capital Note, including, without limitation, this clause 3, constitute the issue terms of the Conversion Shares and that, accordingly, the related right of the Company pursuant to clauses 16.1 and 16.2 of the Company’s Articles of Association to delay the issuance of shares stock certificates for up to 6 (six) months after the allotment and registration of Common Stocktransfer is inapplicable. For the further removal of doubt, other than any transfer taxes resulting nothing herein shall derogate from the transfer second sentence of converted shares to a person or persons other than the converting Holder. Upon conversion clause 16.1 of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessableCompany’s Articles of Association.

Conversion Procedure. i. The Holder may, at (a) At any time after from the Date date hereof and prior to the payment of Issuance and at a Note, the option holder of the Holder, such Note may convert all or any portion of the Principal and all accrued interest on this outstanding principal amount of such Note into fully paid and nonassessable a number of shares of Common Conversion Stock (excluding any fractional share) determined by dividing the principal amount designated by such Noteholder in accordance with this Section 3 and at a price per share written notice of Common Stock equal intention to convert as the amount to be converted, by the applicable Conversion Price then in effectPrice. The Corporation covenants that it will reserve and keep available out Noteholder shall give the Company 30 days notice of its authorized and unissued Common Stock for the sole purpose of issuance upon intention to convert. (b) Each such conversion of this Note and payment of interest on this Note, each as provided herein. ii. Each conversion of this a Note shall be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, Note has been delivered to surrendered at the Corporationprincipal office of the Company. At the such time as such conversion has been effected, the person rights of the Noteholder as such holder to the extent of the conversion shall cease, and the Person or persons Persons in whose name or names any certificate or certificates for shares of Common Conversion Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Conversion Stock represented by such certificate or certificatesthereby. iii. (c) As soon as possible after a conversion has been effected (but in any event within five (5) Business Daysbusiness days), the Corporation Company shall deliver to the converting HolderNoteholder: A. (i) a certificate or certificates representing the number of shares of Common Conversion Stock (excluding any fractional share) issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder holder has specified; B. if applicable(ii) payment in an amount equal to the sum of all accrued interest with respect to the principal amount converted, which has not been paid prior thereto, plus the amount payable under subparagraph (d) below; and (iii) a new note in the face amount of principal and interest Note representing that any portion of the principal amount which was represented by the Note and accrued surrendered to the Company in connection with such conversion but unpaid interest thereon which was not converted; and. C. cash (d) If any fractional share of Conversion Stock would, except for the provisions hereof, be deliverable upon conversion of this Note, the Company, in lieu of any delivering such fractional share, shall pay an amount equal to the Market Price of such fractional share as provided for hereinof the date of such conversion. iv. (e) The issuance of certificates for shares of Common Conversion Stock upon conversion of the a Note shall be made without charge to the Holder holder hereof for any domestic documentary, stamp, transfer, excise or similarly related transactional tax relating to the issuance tax of securities in respect of such issuance (including documentary, stamp or similar tax) thereof or other cost incurred by the Corporation Company in connection with such conversion and the related issuance of shares of Common Conversion Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the a Note, the Corporation Company shall take all such actions as are necessary in order to insure ensure that the Common Conversion Stock issuable with respect to such conversion shall be validly issued, fully paid, paid and nonassessable. (f) The Company shall not close its books against the transfer of Conversion Stock issued or issuable upon conversion of a Note in any manner which interferes with the timely conversion of a Note. The Company shall assist and cooperate with any Noteholder required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of a Note (including, without limitation, making any filings required to be made by the Company). (g) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Conversion Stock, solely for the purpose of issuance upon the conversion of the Note, such number of shares of Conversion Stock issuable upon the conversion of all outstanding Notes. All shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to assure that all such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

Conversion Procedure. i. The Holder may, (i) Each conversion of shares of one series of Common Stock into shares of another series of Common Stock shall be effected by the surrender of the certificate or certificates representing the shares to be converted at the principal office of the Corporation at any time after during normal business hours, together with a written notice, if applicable, by the Date holder of Issuance and at the option of the Holder, convert all or any portion of the Principal and all accrued interest on this Note into fully paid and nonassessable shares such series of Common Stock in accordance with this Section 3 and at stating that such holder desires to convert the shares, or a price per share stated number of the shares, of such series of Common Stock equal represented by such certificate or certificates into shares of the other series of Common Stock into which such series is to be converted pursuant to the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. iiterms hereof. Each conversion of this Note shall be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, such certificate or certificates have been surrendered and such notice has been delivered to received, if applicable, and at such time the Corporation. At rights of the time holder of the converted Class B Common or Class C Common, as the case may be, as such conversion has been effected, holder shall cease and the person or persons in whose name or names any the certificate or certificates for shares of Class A Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Class A Common Stock represented by such certificate or certificatesthereby. iii. As soon as possible (ii) Promptly after a conversion has been effected (but the surrender of certificates representing the shares to be converted, duly executed or otherwise in any event within five (5) Business Days)proper form for transfer, and the receipt of written notice, if applicable, the Corporation shall issue and deliver to in accordance with the converting Holder: A. a surrendering holder’s instructions (a) the certificate or certificates representing for the number of shares of Class A Common Stock issuable by reason of upon such conversion and (b) a certificate representing any Class B Common or Class C Common which was represented by the certificate or certificates delivered to the Corporation in connection with such name or names and such denomination or denominations as the converting Holder has specified; B. if applicable, a new note in the face amount of principal and interest representing that portion of the Note and accrued conversion but unpaid interest thereon which was not converted; and C. cash in lieu of any fractional share as provided for herein. iv. (iii) The issuance of certificates for shares of Class A Common Stock upon conversion of the Note shall Class B Common or Class C Common will be made without charge to the Holder holders of such shares for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of Class A Common. (iv) All shares of Class A Common Stockwhich are issuable upon the conversion of the other series of Common Stock shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens (other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion lien which existed in respect of the Noteshares which were converted, the immediately prior to such conversion) and charges. The Corporation shall take all such actions as are may be necessary in order to insure assure that all such shares of Class A Common may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Class A Common may be listed (except for official notice of issuance, which will be immediately transmitted by the Corporation upon issuance). (v) The Corporation shall not close its books against the transfer of shares of Common Stock issuable in any manner which would interfere with respect to such the timely conversion shall be validly issued, fully paid, and nonassessableof any shares of Common Stock.

Conversion Procedure. i. The Holder may, (i) Each conversion of shares of one class of Common Stock into shares of another class of Common Stock will be effected by the surrender of the certificate or certificates representing the shares to be converted at the principal office of the Corporation at any time after during normal business hours, together with written notice by the Date holder of Issuance and at such shares stating that the option holder desires to convert the shares, or a stated number of the Holdershares, convert all or any portion of the Principal and all accrued interest on this Note into fully paid and nonassessable shares a class of Common Stock in accordance with this Section 3 and at a price per share represented by such certificate or certificates into such other class of Common Stock. (ii) Each conversion of shares of one class of Common Stock equal to the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out into shares of its authorized and unissued another class of Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. ii. Each conversion of this Note shall will be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporationsuch certificate or certificates were surrendered and such notice was received. At such time the time rights of the holder of the converted Common Stock as such conversion has been effected, holder will cease and the person or persons in whose name or names any the certificate or certificates for shares of such other class of Common Stock are to be issued upon such conversion shall will be deemed to have become the holder or holders of record of the shares of such other class of Common Stock represented by such certificate or certificatesthereby. (iii. As soon as possible after a conversion has been effected (but in any event within five (5) Business Days)Following each surrender of certificates and the receipt of such written notice, the Corporation shall will issue and deliver to in accordance with the converting Holder: A. a surrendering holder's instructions (A) the certificate or certificates representing for the number of shares class of Common Stock issuable by reason of upon such conversion in such name or names and such denomination or denominations as the converting Holder has specified; B. if applicable, (B) a new note in the face amount of principal and interest certificate representing that portion of the Note and accrued but unpaid interest thereon not converted; and C. cash in lieu of any fractional share as provided for herein. iv. The issuance of certificates for shares of Common Stock upon conversion of which was represented by the Note shall be made without charge certificate or certificates delivered to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) or other cost incurred by the Corporation in connection with such conversion and the related but which was not converted. (iv) The issuance of certificates for a class of Common Stock upon conversion of any class of Common Stock will be made without charge to the holders of such (v) The Corporation will at all times reserve and keep available out of its authorized but unissued shares of Class A Common and Class B Common the number of such shares sufficient for issuance upon conversion of any Class A Common and Class B Common hereunder. (vi) The Corporation will not close its books against the transfer of any class of Common Stock in any manner which would interfere with the timely conversion of any class of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessable.

Conversion Procedure. i. The Holder may, at (1) At any time after and from time to time, the Date of Issuance and at the option of the Holder, Company may elect to convert all or any portion of the Principal unpaid principal balance on any 1999 Subordinated Note into the number of shares of common stock of the Company, $0.01 par value per share ("Common Stock") computed by multiplying the unpaid principal balance to be converted times $1.00 per share and dividing the result by the 1999 Subordinated Note Conversion Price determined pursuant to Section 6.b. The Company shall pay to the holder of each 1999 Subordinated Note so converted, all accrued and unpaid interest on this Note into fully paid and nonassessable shares of in cash or, at the Company's option, in Common Stock in accordance valued at Fair Market Value, at the time of conversion with this Section 3 and at a price per share respect to such 1999 Subordinated Note so converted with no further interest accruing or payable on the converted portion of Common Stock equal to the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this 1999 Subordinated Note, each as provided herein. ii. (2) Each conversion of this all or any portion of a 1999 Subordinated Note shall will be deemed to have been effected as of the close of business on the date on which this the Company gives written notice to a holder of such 1999 Subordinated Note that the Company shall convert all or part of such 1999 Subordinated Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the such time as such conversion has been effected, the person rights of the holder of such 1999 Subordinated Note as provided hereunder with respect to the portion of the 1999 Subordinated Note to be converted will cease, and the Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall will be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate or certificatesthereby. iii. (3) As soon as possible after a conversion has been effected and in no event later than twenty (but in any event within five (520) Business Days)business days thereafter, the Corporation shall Company will deliver to the converting Holderholder: A. (a) a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder holder of the converted 1999 Subordinated Note has specified; B. if applicable, a new note in the face amount (b) payment of principal all accrued and unpaid interest representing that on such converted portion of the Note and accrued but unpaid interest thereon not converted; and1999 Subordinated Note; C. cash in lieu of any fractional share as provided for herein(c) the amount payable under Subsection 6.a. iv. The issuance of certificates for shares of Common Stock upon conversion of the Note shall be made without charge to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessable.

Conversion Procedure. i. The Holder may, at In order for any time after holder of Class A Preferred Stock to convert the Date of Issuance and at the option of the Holder, convert all or any portion of the Principal and all accrued interest on this Note same into fully paid and nonassessable shares of Common Stock, such holder shall execute the Conversion Election on the reverse side of the certificate evidencing the Class A Preferred Stock in accordance with this Section 3 being converted and at a price per share of Common Stock equal delivering such certificate to the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of at its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Noteprincipal office, each as provided herein. ii. Each conversion of this Note shall be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion setting forth in the form of Exhibit A attached hereto, has been delivered to Conversion Election the Corporation. At the time such conversion has been effected, the person or persons in whose name or names any in which the certificate or certificates for shares of Common Stock are to be issued issued. The Conversion Election shall be deemed to be effective upon receipt by the Corporation. If the Conversion Election is received by the Corporation after 3:00 p.m. Eastern Time on any day, it shall be deemed to be received the next following business day. The Corporation shall, as soon as practicable, but not later than five business days after the date of receipt of the Conversion Election, issue and deliver to the location designated by such holder, the certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as a result of such conversion. The person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be deemed to have become treated for all purposes as the record holder or holders of record of the such shares of Common Stock represented by as of the effective date of such certificate or certificates. iiiconversion. As soon as possible after a conversion has been effected (but in any event within five (5) Business Days), the The Corporation shall deliver to the converting Holderholder: A. (A) a certificate or certificates representing the number of shares of the Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder has specified; B. if applicable, a new note in the face amount consistent with Section 4 of principal and interest representing that portion of the Note and accrued but unpaid interest thereon not convertedthis Certificate; and C. cash (B) if a holder has requested conversion, a certificate representing any shares of the Preferred Stock which were represented by the certificate or certificates delivered to the Corporation in lieu of any fractional share as provided for herein. ivconnection with such conversion but which have not converted. The issuance of certificates for shares of the Common Stock upon conversion of shares of the Note Preferred Stock pursuant to the foregoing clause (ii) shall be made without charge to the Holder holders of such shares of the Preferred Stock for any issuance tax in respect thereof (so long as such certificates are issued in the name of the record holder of such issuance (including documentary, stamp or similar taxshares of the Preferred Stock) or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of the Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of each share of the NotePreferred Stock, the Corporation shall take all such actions as are necessary in order to insure ensure that the shares of the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, paid and nonassessable, free and clear of all taxes (other than any taxes relating to any dividends paid with respect thereto), liens, charges and encumbrances with respect to the issuance thereof.

Conversion Procedure. i. (a) To convert a Note represented by a Global Note, a Noteholder must convert by book-entry transfer to the Conversion Agent through the facilities of the DTC. To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required by the Conversion Agent, furnish appropriate endorsement and transfer documents, and (4) if required, pay all transfer or similar taxes. The Holder mayConversion Agent shall, at within one (1) Business Day of any time after Conversion Date, provide notice to the Date Company, as set forth in Section 12.03, of Issuance and at the option occurrence of such Conversion Date. (b) As promptly as practicable following the end of the Conversion Reference Period applicable to the Notes being converted, the Company shall deliver to the Holder, convert all or through the Conversion Agent, the Required Cash Amount and Remaining Shares, if any portion (including Cash in lieu of Remaining Shares pursuant to Section 10.01 hereof and Cash in lieu of fractional shares pursuant to Section 10.03 hereof). The person in whose name the certificate representing any shares is registered shall be treated as a stockholder of record on and after the last Trading Day of the Principal and all accrued interest Conversion Reference Period; provided, however, that no surrender of a Note on this Note into fully paid and nonassessable 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 Remaining Shares upon such conversion as the record holder or holders of such shares of Common Stock in accordance with this Section 3 and at a price per share of Common Stock equal to the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Notesuch date, each as provided herein. ii. Each conversion of this Note but such surrender shall be deemed effective to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, constitute the person or persons in whose name or names any certificate or certificates for entitled to receive such shares of Common Stock are to be issued upon such conversion shall be deemed to have become as the record holder or holders thereof for all purposes at the Close of record Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Note, such person shall no longer be a Holder of such Note. (c) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Noteholder will not receive, except as described below, any Cash payment representing accrued interest. Instead, accrued interest will be deemed paid by the Cash and/or shares of common stock, if any, received by the Noteholder upon conversion. Delivery to the Noteholder of such Cash and/or shares of Common Stock represented by will thus be deemed (1) to satisfy the Company’s obligation to pay the principal amount of a Note, and (2) to satisfy the Company’s obligation to pay accrued and unpaid interest on the Note. As a result, upon conversion of a Note, accrued and unpaid interest on such certificate Note is deemed paid in full rather than cancelled, extinguished or certificatesforfeited. iii. As soon as possible (d) Holders of Notes surrendered for conversion during the period from the Close of Business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date will receive the semiannual interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion, and such Notes upon surrender must be accompanied by funds equal to the amount of such payment; provided that no such payment need be made (x) in connection with any conversion following the Regular Record Date immediately preceding the Maturity Date, (y) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date or (z) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion has been effected with respect to such Note. The Company shall not be required to convert any Notes that are surrendered for conversion without payment of interest as required by this paragraph. (but in any event within five (5e) Business Days)If the Holder converts more than one Note at the same time, the Corporation Required Cash Amount and the Remaining Shares, if any (together with the Cash payment, if any, in lieu of fractional shares) shall be based on the total principal amount of the Notes converted. (f) If the last day on which a Note may be converted is a Legal Holiday, the Note may be surrendered on the next succeeding day that is not a Legal Holiday. (g) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the converting Holder: A. a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder has specified; B. if applicable, a new note Note in an authorized denomination equal in principal amount to the face amount of principal and interest representing that unconverted portion of the Note and accrued but unpaid interest thereon not converted; and C. cash in lieu of any fractional share as provided for hereinsurrendered. iv. The issuance of certificates for shares of Common Stock upon conversion of the Note shall be made without charge to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessable.

Conversion Procedure. i. (a) To convert a Note represented by a Global Note, a Noteholder must convert by book-entry transfer to the Conversion Agent through the facilities of the DTC. To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required by the Conversion Agent, furnish appropriate endorsement and transfer documents, and (4) if required, pay all transfer or similar taxes. The Holder mayConversion Agent shall, at within one (1) Business Day of any time after Conversion Date, provide notice to the Date Company, as set forth in Section 12.03, of Issuance and at the option occurrence of such Conversion Date. (b) As promptly as practicable following the end of the Conversion Reference Period applicable to the Notes being converted, the Company shall deliver to the Holder, convert all or through the Conversion Agent, the Required Cash Amount and Remaining Shares, if any portion (including Cash in lieu of Remaining Shares pursuant to Section 10.01 hereof and Cash in lieu of fractional shares pursuant to Section 10.03 hereof). The person in whose name the certificate representing any shares is registered shall be treated as a stockholder of record on and after the last Trading Day of the Principal and all accrued interest Conversion Reference Period; provided, however, that no surrender of a Note on this Note into fully paid and nonassessable 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 Remaining Shares upon such conversion as the record holder or holders of such shares of Common Stock in accordance with this Section 3 and at a price per share of Common Stock equal to the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Notesuch date, each as provided herein. ii. Each conversion of this Note but such surrender shall be deemed effective to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, constitute the person or persons in whose name or names any certificate or certificates for entitled to receive such shares of Common Stock are to be issued upon such conversion shall be deemed to have become as the record holder or holders thereof for all purposes at the Close of record Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Note, such person shall no longer be a Holder of such Note. (c) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Noteholder will not receive, except as described below, any Cash payment representing accrued interest. Instead, accrued interest will be deemed paid by the Cash and/or shares of common stock, if any, received by the Noteholder upon conversion. Delivery to the Noteholder of such Cash and/or shares of Common Stock represented by will thus be deemed (1) to satisfy the Company’s obligation to pay the principal amount of a Note, and (2) to satisfy the Company’s obligation to pay accrued and unpaid interest on the Note. As a result, upon conversion of a Note, accrued and unpaid interest on such certificate Note is deemed paid in full rather than cancelled, extinguished or certificatesforfeited. iii. As soon as possible (d) Holders of Notes surrendered for conversion during the period from the Close of Business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date will receive the semiannual interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion, and such Notes upon surrender must be accompanied by funds equal to the amount of such payment; provided that no such payment need be made (x) in connection with any conversion following the Regular Record Date immediately preceding the Maturity Date, (y) if the Company has specified a Change in Control Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date or (z) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion has been effected with respect to such Note. The Company shall not be required to convert any Notes that are surrendered for conversion without payment of interest as required by this paragraph. (but in any event within five (5e) Business Days)If the Holder converts more than one Note at the same time, the Corporation Required Cash Amount and the Remaining Shares, if any (together with the Cash payment, if any, in lieu of fractional shares) shall be based on the total principal amount of the Notes converted. (f) If the last day on which a Note may be converted is a Legal Holiday, the Note may be surrendered on the next succeeding day that is not a Legal Holiday. (g) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the converting Holder: A. a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder has specified; B. if applicable, a new note Note in an authorized denomination equal in principal amount to the face amount of principal and interest representing that unconverted portion of the Note and accrued but unpaid interest thereon not converted; and C. cash in lieu of any fractional share as provided for hereinsurrendered. iv. The issuance of certificates for shares of Common Stock upon conversion of the Note shall be made without charge to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessable.

Conversion Procedure. i. (i) The Holder may, at any time after the Date outstanding amounts due under this Debenture shall be convertible into shares of Issuance and Common Stock at the option of the Holder, convert all in whole or in part at any portion of the Principal time and all accrued interest on this Note into fully paid and nonassessable shares of Common Stock in accordance with this Section 3 and at a price per share of Common Stock equal from time to time (subject to the Conversion Price then limitations on conversion set forth in effectSections 1(b) and 1(c) hereof) on a pro rata basis to the extent that Holder has complied with the Holder Obligations. This Debenture shall continue to be convertible until it is satisfied in full. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. ii. Each conversion of this Note shall be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, the person or persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate or certificates. iii. As soon as possible after a conversion has been effected (but in any event within five (5) Business Days), the Corporation shall deliver to the converting Holder: A. a certificate or certificates representing the number of shares of Common Stock issuable upon a conversion hereunder equals the quotient obtained by reason of such conversion in such name or names and such denomination or denominations as dividing (x) the converting Holder has specified; B. if applicable, a new note in the face outstanding amount of principal and interest representing that portion of this Debenture to be converted by (y) the Note and accrued but unpaid interest thereon not converted; and C. cash Conversion Price (as defined in lieu of any fractional share as provided for herein. ivSection 1(c)(i)). The issuance of certificates for shares of Obligor shall deliver Common Stock upon conversion of the Note shall be made without charge certificates to the Holder prior to the Fifth (5th) Trading Day after a Conversion Date. If the Company fails for any issuance tax in respect of reason to deliver to the Holder such issuance (including documentary, stamp certificate or similar taxcertificates pursuant to Section 1(a)(i) or other cost incurred by the Corporation in connection with such conversion and Fifth (5th) Trading Day after the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the NoteConversion Date, the Corporation Company shall take all pay to such actions Holder, as liquidated damages and not as a penalty, for each one thousand dollars ($1,000) of principal amount being converted, ten dollars ($10) per Trading Day (increasing to twenty dollars ($20) per Trading Day on the seventh Trading Day after such liquidated damages begin to accrue) for each Trading Day after such third Trading Day until such certificates are necessary delivered (“Liquidated Damages”). (ii) The Holder shall effect conversions by delivering to the Obligor a completed notice in the form attached hereto as Exhibit A (a “Conversion Notice”) which Conversion Notice shall identify which Obligation is subject to conversion for such Conversion Notice. The date on which a Conversion Notice is delivered is the “Conversion Date.” Unless the Holder is converting the entire principal amount outstanding under this Debenture, the Holder is not required to physically surrender this Debenture to the Obligor in order to insure that effect conversions. Conversions hereunder shall have the Common Stock issuable with respect effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Obligor shall maintain records showing the principal amount converted and the date of such conversion conversions. In the event of any dispute or discrepancy, the records of the Holder shall be validly issued, fully paid, controlling and nonassessabledeterminative in the absence of manifest error.

Conversion Procedure. i. The Holder mayIn order to exercise the conversion privilege under this Section 5, the holder of any shares of Series A Preferred Stock to be converted shall give written notice to the Corporation at any time after the Date its principal office that such holder elects to convert such shares of Issuance and at the option of the Holder, convert all Series A Preferred Stock or any a specified portion of the Principal and all accrued interest on this Note thereof into fully paid and nonassessable shares of Common Stock as set forth in accordance with this Section 3 such notice (the “Conversion Notice”, and at a price per share such date of Common Stock equal to delivery of the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. ii. Each conversion of this Note shall be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, the person or persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become “Conversion Notice Delivery Date”). Within three (3) business days following the holder or holders of record of the shares of Common Stock represented by such certificate or certificates. iii. As soon as possible after a conversion has been effected (but in any event within five (5) Business Days)Conversion Notice Delivery Date, the Corporation shall issue and deliver to the converting Holder: A. a certificate or certificates representing the number of shares of Common Stock issuable determined pursuant to this Section 5 (the “Share Delivery Date”). In case of conversion under this Section 5 of only a part of the shares of Series A Preferred Stock represented by reason a certificate surrendered to the Corporation, the Corporation shall issue and deliver a new certificate for the number of shares of Series A Preferred Stock which have not been converted, upon receipt of the original certificate or certificates representing shares of Series A Preferred Stock so converted. Until such conversion in such name or names and such denomination or denominations time as the converting Holder has specified; B. if applicablecertificate or certificates representing shares of Series A Preferred Stock which have been converted are surrendered to the Corporation and a certificate or certificates representing the Common Stock into which such shares of Series A Preferred Stock have been converted have been issued and delivered, a new note in the face amount certificate or certificates representing the shares of principal and interest representing that portion of Series A Preferred Stock which have been converted shall represent the Note and accrued but unpaid interest thereon not converted; and C. cash in lieu of any fractional share as provided for herein. iv. The issuance of certificates for shares of Common Stock upon conversion into which such shares of the Note Series A Preferred Stock have been converted. The Corporation shall be made without charge to the Holder for any issuance tax in respect of such issuance (including pay all documentary, stamp or similar tax) issue or other cost incurred by transfer tax due on the Corporation in connection with such conversion and the related issuance issue of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon Stock issuable upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessableSeries A Preferred Stock.

Conversion Procedure. i. The Holder may, at (a) At any time after the Date and on more than one occasion, a holder of Issuance and at the option of the Holder, Series A Preferred Stock may convert all or any portion of the Principal and all accrued interest on this Note holder's shares of Series A Preferred Stock (including any fraction of a share) into fully paid and nonassessable a number of shares of Common Stock in accordance with this Section 3 and at a price per share computed by dividing (i) the aggregate Liquidation Value of Common the shares of Series A Preferred Stock equal to be converted by (ii) the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. ii. (b) Each conversion of this Note Series A Preferred Stock shall be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit certificate or certificates representing the Series A attached hereto, has Preferred Stock to be converted have been delivered to surrendered for conversion at the Corporation's principal office. At When the time such conversion has been effected, the person rights of the converting holder of Series A Preferred Stock as such holder shall cease, and the Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such the conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate or certificatesthereby. iii. (c) As soon as possible but in any event within 10 business days after a conversion has been effected (but in any event within five (5) Business Days)effected, the Corporation shall deliver to the converting Holder: A. holder: (i) a certificate or certificates representing the number of shares of Common Stock issuable by reason of such the conversion in such name or names and such denomination or denominations as the converting Holder holder has specified; B. if applicable, ; and (ii) a new note certificate representing any shares of Series A Preferred Stock which were represented by the certificate or certificates delivered to the Corporation in connection with the face amount of principal and interest representing that portion of the Note and accrued conversion but unpaid interest thereon which were not converted; and C. cash in lieu of any fractional share as provided for herein. iv. (d) The issuance of a certificate or certificates for shares of Common Stock upon the conversion of the Note Series A Preferred Stock shall be made without charge to the Holder converting holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) the conversion or other cost incurred by the Corporation in connection with such the conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Noteeach share of Series A Preferred Stock, the Corporation shall take all such actions as are that may be necessary in order to insure that the Common Stock issuable with respect to such issued as a result of the conversion shall be is validly issued, fully paid, paid and nonassessable. (e) The Corporation shall not close its books against the transfer of Series A Preferred Stock or of Common Stock issued or issuable upon conversion of Series A Preferred Stock in any manner which interferes with the timely conversion of Series A Preferred Stock. (f) If any fractional interest in a share of Common Stock would, except for the provisions of this Section 4A(f), be issuable upon any conversion of Series A Preferred Stock, the Corporation, in lieu of issuing the fractional share otherwise issuable, may pay an amount to the holder of the fractional interest equal to the Market Price of the fractional interest as of the date of conversion. (g) Notwithstanding any other provision of this Section 4, if a conversion of Series A Preferred Stock is to be made in connection with a Corporate Change or any other transaction affecting the Corporation, the conversion may be conditioned, at the election of the converting holder, upon the consummation of the Corporate Change or such other transaction, in which event the conversion shall not be deemed to be effective until the Corporate Change or such other transaction has been consummated.

Conversion Procedure. i. (i) The Holder may, at any time after the Date holder of Issuance and at the option of the Holder, this Note may convert all or any portion of the Principal and all outstanding principal amount hereof (plus accrued but unpaid interest on this Note such principal amount or portion thereof) held by such holder into fully paid and nonassessable a number of shares of the CompanyOs Common Stock in accordance with this Section 3 and at a price per share of Common Stock equal to computed by dividing the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion principal amount of this Note and payment of (plus accrued but unpaid interest on this Note, each thereon) to be converted by the OConversion PriceO (as provided hereindefined below in Part 8B). (ii. ) Each conversion of this Note shall will be deemed to have been effected as of the close of business on the date on which the instrument representing this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, Note has been delivered to surrendered at the Corporationprincipal office of the Company. At the such time as such conversion has been effected, the rights of the holder of this Note as such holder will cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall will be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate or certificatesthereby. (iii. ) As soon as possible after a conversion has been effected (but in any event within five three (53) Business Daysbusiness days in the case of subparagraph (a) below), the Corporation shall Company will deliver to the converting Holderholder: A. (a) a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder holder has specifiedspecified (provided that, in the event that the name specified by the converting holder is other than that of the converting holder, the Company has received evidence satisfactory to Company counsel that the transfer of Common Stock from the converting holder to the person specified may be accomplished without violation of applicable law); B. if applicable(b) a replacement Note having terms identical to those of this Note other than the principal amount, a new note in the face amount of principal and interest representing that which shall be equal to portion of the principal amount of the original Note and accrued but unpaid interest thereon not converted; and C. cash in lieu (c) the amount payable under subparagraph (vi) below with respect to fractional shares of any fractional share as provided for hereinCommon Stock otherwise issuable upon such conversion. (iv. ) The issuance of certificates for shares of Common Stock upon conversion of the this Note shall will be made without charge to the Holder holder of such Note for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) thereof or other cost incurred by the Corporation Company in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the this Note, the Corporation shall Company will take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall will be validly issued, fully paid, paid and nonassessable. (v) The Company will not close its books against the transfer of this Note or of Common Stock issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note. (vi) If any fractional interest in a share of Common Stock would, except for the provisions of this subparagraph (vi), be deliverable upon any conversion of this Note, the Company, in lieu of delivering the fractional share therefor, may at its option pay a cash adjustment for such fractional share equal to such fraction times the fair market value per share of the Common Stock at the close of business on the date of conversion, as determined in good faith by the board of directors of the Company. (vii) The provisions of this part 8 shall be subject to the limitations imposed by section 2B hereof.

Conversion Procedure. i. The Holder may, at (i) At any time after following the Date of Issuance and at the option third anniversary of the Holderdate of issuance of this Note and prior to the payment of this Note in full, each holder of this Note may convert all or any portion of the Principal and all accrued interest on outstanding principal amount of this Note into fully paid and nonassessable a number of shares of Common the Conversion Stock in accordance with this Section 3 and at a price per share of Common Stock equal determined by dividing the principal amount designated by such holder to be converted, by the Conversion Price then in effect. . (ii) The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion holders of this Note may convert this Note by delivering to the Company or its agent a written notice of conversion (the "Notice of Conversion"), duly signed by or on behalf of the holder, stating the aggregate principal amount of such holder's Note to be converted, in the form of Exhibit A attached hereto. Such notices may be delivered to the Company or its agent by telephone line facsimile, and payment shall be delivered prior to 6 p.m., New York time, on the day prior to the date of interest requested conversion. The Company will confirm its receipt of the Notice of Conversion, and confirm the calculations therein or indicate alternative calculations, by return facsimile by 11:00 a.m., New York time, on this Notethe following Business Day. Failure of the Company to send such return facsimile shall evidence its acceptance of the calculations in the Notice of Conversion. (iii) Except as otherwise expressly provided herein, each as provided herein. ii. Each conversion of this Note shall be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, Note has been delivered to surrendered for conversion at the Corporationprincipal office of the Company. At the such time as such conversion has been effected, the person rights of the holder of this Note as such holder to the extent of the conversion shall cease, and the Person or persons Persons in whose name or names any certificate or certificates for shares of Common Conversion Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Conversion Stock represented by such certificate or certificatesthereby. iii. As soon as possible after (iv) The conversion rights of any Note subject to redemption hereunder shall terminate on the Redemption Date for such Note unless the Company has failed to pay to the holder thereof the Optional Redemption Price of such Note or portion thereof (plus all accrued interest thereon and any premium payable with respect thereto). (v) Notwithstanding any other provision hereof, if a conversion of any portion of this Note is to be made in connection with a Change of Control or other transaction affecting the Company, the conversion of any portion of this Note may, at the election of the holder hereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been effected consummated. (but vi) On receipt by the Company from a holder of this Note of a Notice of Conversion by telephone line facsimile transmission, meeting the requirements for conversion in any event within five (5) Business Days)this Note, the Corporation Company shall deliver to the converting Holderholder: A. (A) a certificate or certificates representing the number of shares of Common Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder holder has specified; B. if applicable(B) payment in an amount equal to the sum of all accrued interest with respect to the principal amount converted, which has not been paid prior thereto, plus the amount payable under subparagraph (vii) below; and (C) a new note in the face amount of principal and interest Note representing that any portion of the principal amount which was represented by the Note and accrued surrendered to the Company in connection with such conversion but unpaid interest thereon which was not converted; and. C. cash (vii) If any fractional share of Conversion Stock would, except for the provisions hereof, be deliverable upon conversion of this Note, the Company, in lieu of any delivering such fractional share, shall pay an amount equal to the Market Price of such fractional share as provided for hereinof the date of such conversion. iv. (viii) The issuance of certificates for shares of Common Conversion Stock upon conversion of the this Note shall be made without charge to the Holder holder hereof for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) thereof or other cost incurred by the Corporation Company in connection with such conversion and the related issuance of shares of Common Conversion Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the this Note, the Corporation Company shall take all such actions as are necessary in order to insure that the Common Conversion Stock issuable with respect to such conversion shall be validly issued, fully paid, paid and nonassessable. (ix) The Company shall not close its books against the transfer of Conversion Stock issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note. The Company shall assist and cooperate with any holder of this Note required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Note (including, without limitation, making any filings required to be made by the Company). (x) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Conversion Stock, solely for the purpose of issuance upon the conversion of the Note, such number of shares of Conversion Stock issuable upon the conversion of all outstanding Notes. All shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to assure that all such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). (xi) The Company shall declare the payment of all interest payable under subparagraph (vi)(B) above. If the Company is not permitted under applicable law to pay any portion of the accrued interest with respect to the principal amount being converted, the Company shall pay such interest to the converting holder as soon thereafter as funds of the Company are legally available for such payment. At the request of any such converting holder, the Company shall provide such holder with written evidence of its obligation to such holder. If for any reason the Company is unable to pay any portion of the accrued interest with respect to the principal amount being converted, such interest may, at the converting holder's option, be converted into an additional number of shares of Conversion Stock determined by dividing the amount of the unpaid interest to be applied for such purpose, by the lesser of (A) the Conversion Price then in effect and (B) the Market Price of a share of Common Stock. (xii) If the shares of Conversion Stock issuable by reason of conversion of this Note are convertible into or exchangeable for any other stock or securities of the Company, the Company shall, at the converting holder's option, upon surrender of this Note as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Conversion Stock, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the stock or securities into which the shares of Conversion Stock issuable by reason of such conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.

Conversion Procedure. i. 45 (a) To convert a Note represented by a Global Note, a Noteholder must convert by book-entry transfer to the Conversion Agent through the facilities of the DTC. To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required by the Conversion Agent, furnish appropriate endorsement and transfer documents, and (4) if required, pay all transfer or similar taxes. The Holder mayConversion Agent shall, at within one (1) Business Day of any time after Conversion Date, provide notice to the Date Company, as set forth in Section 12.03, of Issuance and at the option occurrence of such Conversion Date. 45 (b) As promptly as practicable following the end of the Conversion Reference Period applicable to the Notes being converted, the Company shall deliver to the Holder, convert all or through the Conversion Agent, the Required Cash Amount and Remaining Shares, if any portion (including Cash in lieu of Remaining Shares pursuant to Section 10.01 hereof and Cash in lieu of fractional shares pursuant to Section 10.03 hereof). The person in whose name the certificate representing any shares is registered shall be treated as a stockholder of record on and after the last Trading Day of the Principal and all accrued interest Conversion Reference Period; provided, however, that no surrender of a Note on this Note into fully paid and nonassessable 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 Remaining Shares upon such conversion as the record holder or holders of such shares of Common Stock in accordance with this Section 3 and at a price per share of Common Stock equal to the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Notesuch date, each as provided herein. ii. Each conversion of this Note but such surrender shall be deemed effective to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, constitute the person or persons in whose name or names any certificate or certificates for entitled to receive such shares of Common Stock are to be issued upon such conversion shall be deemed to have become as the record holder or holders thereof for all purposes at the Close of record of Business on the shares of Common Stock represented by next succeeding day on which such certificate or certificates. iii. As soon as possible after a conversion has been effected (but in any event within five (5) Business Days), the Corporation shall deliver to the converting Holder: A. a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder has specified; B. if applicable, a new note in the face amount of principal and interest representing that portion of the Note and accrued but unpaid interest thereon not converted; and C. cash in lieu of any fractional share as provided for herein. iv. The issuance of certificates for shares of Common Stock upon conversion of the Note shall be made without charge to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any stock transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holderbooks are open. Upon conversion of the a Note, the Corporation such person shall take all no longer be a Holder of such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessable.Note. 45

Conversion Procedure. i. The Holder mayIn order to exercise its conversion right, at any time after a Lender shall provide written notice to the Date of Issuance Borrower (a “Conversion Notice”), specifying the Loans to be converted, the name and at the option address of the HolderPerson entitled to receive the applicable Loan Shares and any other relevant details, convert all and shall surrender the certificate or any portion certificates representing the applicable Loans to be converted. The Conversion Price shall be determined as of the Principal and all accrued interest on this Note into fully paid and nonassessable shares date of Common Stock in accordance with this Section 3 and at a price per share of Common Stock equal to the Conversion Price then in effect. The Corporation covenants that it Notice and the conversion will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. ii. Each conversion of this Note shall be deemed to have been effected as of completed immediately prior to the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, the person or persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate or certificates. iiiapplicable Conversion Notice (the “Conversion Date”). As soon as possible after a conversion has been effected The Borrower will promptly thereafter (but in any event within five (5) Business Days), upon the Corporation receipt of the Conversion Notice, the Borrower shall deliver execute, and shall deliver, to the converting Holder: A. address as specified in the Conversion Notice, a certificate registered in the name of the converting holder or certificates representing its designee, for the number of shares of Borrower Common Stock issuable by reason of Shares to which such conversion holder shall be entitled. The Person or Persons in such whose name or names and such denomination or denominations as the converting Holder has specified; B. if applicable, a new note in the face amount of principal and interest representing that portion of the Note and accrued but unpaid interest thereon not converted; and C. cash in lieu of any fractional share as provided for herein. iv. The issuance of certificates for shares of Common Stock upon conversion of the Note shall be made without charge to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) Loan Shares or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock securities issuable with respect to upon such conversion shall be validly issuedentered in the Register of Members as the holder or holders of record of such Loan Shares or other securities at such time on such date and such conversion shall be at the Conversion Price in effect at such time, fully paidunless the Register of Members shall be closed on such date, in which event such Person or Persons shall be entered in the Register of Members as the holder or holders of record of such Loan Shares or other securities at the close of business on the next succeeding day on which such Register of Members is open, and nonassessablesuch conversion shall be at the Conversion Price in effect on the date such Register of Members is open. The Person entitled to receive the Borrower Common Shares issuable upon such conversion shall be treated as the record holder of such Borrower Common Shares as of the applicable Conversion Date.

Conversion Procedure. i. The Holder may(i) Subject to Section 2(b), at any time after and from time to time prior to the Date payment of Issuance and this Note in full, at the option of Holder’s option, the Holder, Holder may convert all or any portion of the Principal principal amount (in the denominations of $1,000 in the principal amount) and all accrued and unpaid interest on outstanding under this Note into such number of fully paid and nonassessable shares of Common Stock in accordance with this Section 3 and at a price per share of Common Stock equal to the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out Stock, as is determined by dividing the principal amount of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each plus all accrued and unpaid interest, by $5 (the “Conversion Price”). (ii) Except as otherwise expressly provided herein. ii. Each , each conversion of this Note shall be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, Note has been delivered to surrendered for conversion at the Corporationprincipal office of the Company. At the such time as such conversion has been effected, the person rights of the Holder as the holder of this Note to the extent of the conversion shall cease, and the Person or persons Persons in whose name or names any certificate or certificates for shares of Common Conversion Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Conversion Stock represented by such certificate or certificatesthereby. (iii. ) As soon as possible after a conversion has been effected (but in any event within five two Trading Days in the case of clause (5A) Business Daysbelow), the Corporation Company shall deliver to the converting Holder: A. (A) a certificate or certificates representing the number of shares of Common Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder has specified;; and B. if applicable, (B) a new note in the face amount of principal and interest Note representing that any portion of the Note principal amount or accrued and accrued but unpaid interest thereon which was represented by the Note surrendered to the Company in connection with such conversion but which was not converted; and C. cash in lieu of any fractional share as provided for herein. (iv. ) Any fractional shares of Conversion Stock shall be issued as fractional shares and not paid in cash. (v) The issuance of certificates for shares of Common Conversion Stock upon conversion of the this Note shall be made without charge to the Holder hereof for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) thereof or other cost incurred by the Corporation Company in connection with such conversion and the related issuance of shares of Common Conversion Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the this Note, the Corporation Company shall take all such actions as are necessary in order to insure that the Common Conversion Stock issuable with respect to such conversion shall be validly issued, fully paid, paid and nonassessable. (vi) The Company shall not close its books against the transfer of Conversion Stock issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note. The Company shall assist and cooperate with any Holder required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Note (including, without limitation, making any filings required to be made by the Company). (vii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Conversion Stock, solely for the purpose of issuance upon the conversion of the Note, such number of shares of Conversion Stock issuable upon the conversion of all outstanding Notes and Series A Preferred Stock. All shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to assure that all such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). (viii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the conversion of the Series B Preferred Stock, such number of shares of Common Stock issuable upon the conversion of all outstanding Series B Preferred Stock. All shares of Common Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

Conversion Procedure. i. The Holder may, at any time after the Date of Issuance and at the option of the Holder, convert all or any portion of the Principal and all accrued interest on this Note into fully paid and nonassessable shares of Common Stock in accordance with this Section 3 and at a price per share of Common Stock equal to the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. ii. (a) Each conversion of this Note shall Preferred Stock will be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice the certificate or certificates representing the Preferred Stock to be converted have been surrendered at the principal office of Conversion in the form of Exhibit A attached hereto, has been delivered to the CorporationIssuer. At the such time as such conversion has been effected, the person rights of the holder of such Preferred Stock as such holder will cease and the Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall will be deemed to have become been the holder or holders of record of the shares of Common Stock represented by such certificate or certificatesthereby. iii. (b) As soon as possible after a conversion has been effected (but in any event within five (5) Business Daysseven business days), Issuer (in the Corporation shall case of clause (i) below) will deliver to the converting Holderholder: A. a (i) A certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder holder has specified; B. (ii) Subject to the provisions of Section 3.3, payment of an ----------- amount equal to all accrued dividends with respect to each share of Preferred Stock converted, which have not been paid prior thereto; (iii) A certificate representing any Preferred Stock which was represented by the certificate or certificates delivered to the Company in connection with such conversion but which was not covered. (c) Subject to the provisions of Section 3.3, if applicablefor any reason the ----------- Company is unable to pay any accrued dividends on the Preferred Stock being converted, a new note in the face amount of principal and interest representing that portion Company will pay such dividends to the converting holder as soon thereafter funds of the Note and accrued but unpaid interest thereon not converted; and C. cash in lieu Company are legally available for such payment. At the request of any fractional share as provided for hereinsuch converting holder, the Company will provide such holder with written evidence of its obligation to such holder. iv. (d) The issuance of certificates for shares of Common Stock upon conversion of the Note shall Preferred Stock will be made without charge to the Holder holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) thereof or other cost incurred by the Corporation Issuer in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Noteconversion, the Corporation shall Issuer will take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall will be validly issued, fully paid, paid and nonassessable. (e) The Company will not close its books against the transfer of Preferred Stock or of Common Stock issued or issuable upon conversion of Preferred Stock in any manner which interferes with the timely conversion of Preferred Stock.

Conversion Procedure. i. The Before Holder may, at any time after the Date of Issuance and at the option of the Holder, shall be entitled to convert all or any portion of the Principal and all accrued interest on this Note into fully paid shares of Common Stock, it shall surrender this Note, duly endorsed, to the Company (subject to Section 6(e) of the Note Purchase Agreement in the case of loss, theft, destruction or mutilation of the Note) along with a written notice of the election to convert the same pursuant to this Section 8 and nonassessable the name or names in which the certificate or certificates for the shares of Common Stock are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares to which Holder shall be entitled upon such conversion (bearing such legends as are required by the Note Purchase Agreement and applicable state and federal securities laws in accordance the opinion of counsel to the Company), together with any other securities and property to which Holder is entitled upon such conversion under the terms of this Note, including a check payable to Holder for any cash amounts payable as described in Section 3 8(d), and at if the Note is converted only in part, together with a price per share of Common Stock replacement Note in a principal amount equal to the Conversion Price then unconverted portion of the Note but otherwise in effectlike tenor and dated the date of the original Note. The Corporation covenants that it will reserve Company shall keep in its register of Notes a record of the number of shares into which any Note has been converted and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest remaining principal balance (if any) on this the Note, each as provided herein. ii. Each Any conversion of this Note shall be deemed to have been effected as made simultaneously with the closing of the transactions contemplated by the Common Stock Purchase Agreement if conversion is conditioned upon such closing or, if otherwise converted, immediately prior to the close of business on the date on which of the surrender of this Note, together with proper Notice of Conversion in and on and after such date the form of Exhibit A attached hereto, has been delivered Persons entitled to receive the Corporation. At the time such conversion has been effected, the person or persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued issuable upon such conversion shall be deemed to have become treated for all purposes as the holder or holders of record of the shares of Common Stock represented by such certificate or certificates. iii. As soon as possible after a conversion has been effected (but in any event within five (5) Business Days), the Corporation shall deliver to the converting Holder: A. a certificate or certificates representing the number of shares of Common Stock issuable by reason Holder of such conversion in shares and a purchaser of such name or names shares under the Note Purchase Agreement and such denomination or denominations as shall be bound by the converting Holder has specified; B. if applicable, a new note in the face amount of principal and interest representing that portion terms of the Note and accrued but unpaid interest thereon not converted; and C. cash in lieu of any fractional share as provided for hereinPurchase Agreement. iv. The issuance of certificates for shares of Common Stock upon conversion of the Note shall be made without charge to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessable.

Conversion Procedure. i. The (a) To convert a Note, a Holder maymust (i) complete and sign the conversion notice attached to the Note, at any time after (ii) surrender the Date of Issuance and Note to the Company at the option of office or agency to be maintained by the Holder, convert all or any portion of the Principal and all accrued interest on this Note into fully paid and nonassessable shares of Common Stock Company in accordance with this the provisions of Section 3 6.02, (iii) furnish appropriate endorsements and at transfer documents if required by the Company and (iv) pay any transfer or similar tax if required. The date on which the Holder satisfies all those requirements is the conversion date. As soon as practical after the conversion date, the Company shall cause its transfer agent to deliver a price per certificate to the Holder for the number of full Conversion Shares issuable upon the conversion of the Note or portion thereof so converted, together with a check for any fractional share of Common Stock equal to resulting from the Conversion Price then in effectconversion. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. ii. Each conversion of this Note shall be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, the person or persons Person in whose name or names any certificate or certificates for shares of Common Stock the Conversion Shares are to be issued upon such conversion registered shall be deemed to have become the holder or holders treated as a shareholder of record of the shares of Common Stock represented by such certificate or certificatesCompany on and after the conversion date. iii(b) No payment or adjustment will be made for accrued interest on a converted Note. As soon as possible after If any Note is converted between a conversion has been effected (but in any event within five (5) Business Days)record date for the payment of interest and the next succeeding interest payment date, the Corporation shall deliver Note must be accompanied by funds equal to the converting Holder:interest payable on the interest payment date on the principal amount so converted (unless the Note shall have been called for redemption, in which case no payment shall be required). A. (c) If a certificate or certificates representing Holder converts more than one Note at the same time, the number of full shares of Common Stock issuable by reason upon the conversion shall be based on the total principal amount of such conversion the Notes converted. (d) Upon surrender of a Note that is converted in such name or names and such denomination or denominations as part, the converting Company upon Company Order shall issue to the Holder has specified; B. if applicable, a new note Note equal in principal amount to the face amount of principal and interest representing that unconverted portion of the Note and accrued but unpaid interest thereon not converted; and C. cash in lieu of any fractional share as provided for hereinsurrendered. iv. The issuance of certificates for shares of Common Stock upon conversion of the Note shall be made without charge to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessable.

Conversion Procedure. i. To convert a Note represented by a Global Note, a Noteholder must convert by book-entry transfer to the Conversion Agent through the facilities of the DTC. To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required by the Conversion Agent, furnish appropriate endorsement and transfer documents, and (4) if required, pay all transfer or similar taxes. The Holder mayConversion Agent shall, at within one (1) Business Day of any time after Conversion Date, provide notice to the Date Company, as set forth in Section 12.03, of Issuance and at the option occurrence of such Conversion Date. As promptly as practicable following the end of the Conversion Reference Period applicable to the Notes being converted, the Company shall deliver to the Holder, convert all or through the Conversion Agent, the Required Cash Amount and Remaining Shares, if any portion (including Cash in lieu of Remaining Shares pursuant to Section 10.01 hereof and Cash in lieu of fractional shares pursuant to Section 10.03 hereof). The person in whose name the certificate representing any shares is registered shall be treated as a stockholder of record on and after the last Trading Day of the Principal and all accrued interest Conversion Reference Period; provided, however, that no surrender of a Note on this Note into fully paid and nonassessable 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 Remaining Shares upon such conversion as the record holder or holders of such shares of Common Stock in accordance with this Section 3 and at a price per share of Common Stock equal to the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Notesuch date, each as provided herein. ii. Each conversion of this Note but such surrender shall be deemed effective to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, constitute the person or persons in whose name or names any certificate or certificates for entitled to receive such shares of Common Stock are to be issued upon such conversion shall be deemed to have become as the record holder or holders thereof for all purposes at the Close of record Business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Note, such person shall no longer be a Holder of such Note. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. Upon conversion of a Note, a Noteholder will not receive, except as described below, any Cash payment representing accrued interest. Instead, accrued interest will be deemed paid by the Cash and/or shares of common stock, if any, received by the Noteholder upon conversion. Delivery to the Noteholder of such Cash and/or shares of Common Stock represented by such certificate or certificates. iiiwill thus be deemed (1) to satisfy the Company's obligation to pay the principal amount of a Note, and (2) to satisfy the Company's obligation to pay accrued and unpaid interest on the Note. As soon as possible a result, upon conversion of a Note, accrued and unpaid interest on such Note is deemed paid in full rather than cancelled, extinguished or forfeited. Holders of Notes surrendered for conversion during the period from the Close of Business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date will receive the semiannual interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion, and such Notes upon surrender must be accompanied by funds equal to the amount of such payment; provided that no such payment need be made (x) in connection with any conversion following the Regular Record Date immediately preceding the Maturity Date, (y) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date or (z) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion has been effected (but in with respect to such Note. The Company shall not be required to convert any event within five (5) Business Days)Notes that are surrendered for conversion without payment of interest as required by this paragraph. If the Holder converts more than one Note at the same time, the Corporation Required Cash Amount and the Remaining Shares, if any (together with the Cash payment, if any, in lieu of fractional shares) shall be based on the total principal amount of the Notes converted. If the last day on which a Note may be converted is a Legal Holiday, the Note may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the converting Holder: A. a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder has specified; B. if applicable, a new note Note in an authorized denomination equal in principal amount to the face amount of principal and interest representing that unconverted portion of the Note and accrued but unpaid interest thereon not converted; and C. cash in lieu of any fractional share as provided for hereinsurrendered. iv. The issuance of certificates for shares of Common Stock upon conversion of the Note shall be made without charge to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessable.

Conversion Procedure. i. The Holder may, at any time after the Date (a) Each conversion of Issuance and at the option shares of the Holder, convert all or any portion of the Principal and all accrued interest on this Note Class B-1 Common Stock into fully paid and nonassessable shares of Common Stock will be effected by the surrender of the certificate or certificates representing the shares to be converted at the principal office of the Corporation (or such other office or agency of the Corporation as the Corporation may designate in accordance with this Section 3 and at a price per share writing to the holders of the Common Stock equal to and the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Class ▇-▇ Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. iiStock) at any time during normal business hours. Each conversion of this Note shall will be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporationsuch certificate or certificates were surrendered. At such time, the time such conversion has been effected, rights of the holder of the converted Class B-1 Common Stock (in its capacity as such) will cease and the person or persons or entity or entities in whose name or names any the certificate or certificates for shares of Common Stock are to be issued upon such conversion shall will be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate or certificatesthereby. iii. As soon as possible after a conversion has been effected (but in any event within five b) Following each surrender of certificates pursuant to paragraph (5a) Business Days)above, the Corporation shall deliver to will issue and deliver, in accordance with the converting Holder: A. a surrendering holder's instructions, (x) the certificate or certificates representing for the number of shares of Common Stock issuable by reason of upon such conversion and (y) a certificate representing any shares of Class ▇-▇ Common Stock which were represented by the certificate or certificates delivered to the Corporation in connection with such name or names and such denomination or denominations as the converting Holder has specified; B. if applicable, a new note in the face amount of principal and interest representing that portion of the Note and accrued conversion but unpaid interest thereon which were not converted; and C. cash in lieu of any fractional share as provided for herein. iv. (c) The issuance of certificates for representing shares of Common Stock upon conversion of the Note shall any shares of Class B-1 Common Stock will be made without charge to the Holder holders of such converted or newly issued shares for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from . (d) The Corporation will at all times reserve and keep available out of its authorized but unissued shares of Common Stock the number of such shares sufficient for issuance upon conversions of the Class ▇-▇ Common Stock hereunder. (e) The Corporation will not close its books against the transfer of converted shares to a person or persons other than Common Stock in any manner which would interfere with the converting Holder. Upon timely conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Class B-1 Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessableStock.

Conversion Procedure. i. (i) The Holder may, at any time after the Date conversion of Issuance and at the option of the Holder, convert all or any portion of the Principal and all accrued interest on this Note into fully paid and nonassessable shares of Class B Common Stock in accordance with this Section 3 and at a price per share of Common Stock equal to the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. ii. Each conversion of this Note shall be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Class B Conversion in the form of Exhibit A attached hereto, has been delivered to the CorporationDate. At the such time as such conversion has been effected, the person rights of the holder of the shares of Class B Common Stock being converted shall cease and the Person or persons Persons in whose name or names any certificate or certificates for shares of Class A Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Class A Common Stock represented by such certificate or certificatesthereby. iii. (ii) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days), the Corporation shall deliver to the converting Holder: A. each holder of Class B Common Stock a certificate or certificates representing the number of shares of Class A Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder holder has specified; B. if applicable, a new note in the face amount of principal and interest representing that portion of the Note and accrued but unpaid interest thereon not converted; and C. cash in lieu of any fractional share as provided for herein. iv. (iii) The issuance of certificates for shares of Class A Common Stock upon conversion of the Note shares of Class B Common Stock shall be made without charge to the Holder holders of such shares for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Class A Common Stock; provided, however, that -------- ------- the holders shall pay any tax in respect of any transfer involved in the issuance of shares of Class A Common Stock in a name other than any transfer taxes resulting from that in which the transfer shares of converted shares to a person or persons other than the converting HolderClass B Common Stock were registered. Upon conversion of the Noteeach share of Class B Common Stock, the Corporation shall take all such actions as are necessary in order to insure that the shares of Class A Common Stock issuable with respect to such conversion shall be validly issued, fully paid, paid and nonassessable. (iv) The Corporation shall not close its books against the transfer of shares of Class B Common Stock or of shares of Class A Common Stock in any manner which interferes with the timely conversion shares of Class B Common Stock. The Corporation shall assist and cooperate with any holder of shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of shares hereunder (including, without limitation, making any filings required to be made by the Corporation). (v) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon the conversion of the Class B Common Stock, such number of shares of Class A Common Stock issuable upon the conversion of all outstanding Class B Common Stock. All shares of Class A Common Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Class A Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Class A Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance).

Conversion Procedure. i. The Holder mayAt any time and from time to time, any holder of Series A Preferred Stock shall have the right, at any time after the Date of Issuance and at the option of the Holderits option, to convert all or any portion of the Principal and all accrued interest on this Note shares of Series A Preferred Stock (including any fraction of a share) held by such holder into a number of shares of fully paid and nonassessable Common Stock computed by dividing the Series A Initial Amount by the Series A Conversion Price in effect on the Conversion Date. In addition, upon conversion, the Corporation shall pay all accrued and unpaid Series A Dividends on such converted shares (as determined by the Corporation is its sole discretion) (A) in cash (such dividends to be paid solely out of the Corporation’s retained earnings legally available for the payment of dividends), or (B) by the issuance of such number of shares of Series A Preferred Stock as equals the quotient of the accrued and unpaid Series A Dividends on such converted shares and the Series A Initial Amount, and then converting such Series A Preferred Stock into Common Stock as provided for in accordance with this Section 3 and at a price per share of Common Stock equal to the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein(a)(i). ii. Each conversion of this Note Series A Preferred Stock shall be deemed to have been effected as of the close of business on the effective date on which this Noteof such conversion specified in a written notice (the “Conversion Date”); provided, together with proper Notice of however, that the Conversion in Date shall not be a date earlier than the form of Exhibit A attached heretodate such notice is so given, has been delivered and if such notice does not specify a conversion date, the Conversion Date shall be deemed to be the date such notice is given to the Corporation. At On the time such conversion has been effectedConversion Date, the person rights of the holder of such Series A Preferred Stock as such holder shall cease and the Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate or certificatesthereby. iii. As soon as possible practicable after a conversion has been effected (the Conversion Date, but in any event within five ten (510) Business Days)business days after the holder has delivered the certificates or affidavits of loss, if applicable, evidencing the shares of Series A Preferred Stock converted into shares of Common Stock in accordance herewith, the Corporation shall deliver to the converting Holderholder: A. 1. a certificate or certificates representing representing, in the aggregate, (1) the number of shares of Common Stock issuable by reason of issued upon such conversion in such the same name or names as the certificates representing the converted shares and in such denomination or denominations as the converting Holder has specified; B. if applicableholder shall specify, a new note in the face amount of principal and interest representing that portion (2) payment of the Note accrued and accrued but unpaid interest thereon not convertedSeries A Dividends with respect to the converted shares (either in cash or converted into Common Stock pursuant to Section 5(a)(i)); and C. cash 2. a certificate representing any shares that were represented by the certificate or certificates delivered to the Corporation in lieu of any fractional share as provided for hereinconnection with such conversion but that were not converted. iv. The issuance of certificates for shares of Common Stock upon conversion of the Note Series A Preferred Stock shall be made without charge to the Holder holders of such Series A Preferred Stock for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Noteany shares of Series A Preferred Stock, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to so issued upon such conversion shall be validly issued, fully paid, paid and nonassessable. v. The Corporation shall not close its books against the transfer of Series A Preferred Stock or of Common Stock issued or issuable upon conversion of Series A Preferred Stock in any manner that interferes with the timely conversion of Series A Preferred Stock. The Corporation shall assist and cooperate with any holder of shares of Series A Preferred Stock required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of shares of Series A Preferred Stock hereunder (including, without limitation, making any filings required to be made by the Corporation). vi. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the conversion of the Series A Preferred Stock, such number of shares of Common Stock as are issuable upon the conversion of all outstanding Series A Preferred Stock. All shares of Common Stock that are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance).

Conversion Procedure. i. The Holder may, at (a) At any time after the Date and on more than one occasion, a holder of Issuance and at the option of the Holder, Series A Preferred Stock may convert all or any portion of the Principal and all accrued interest on this Note holder's shares of Series A Preferred Stock (including any fraction of a share) into fully paid and nonassessable a number of shares of Common Stock in accordance with this Section 3 and at a price per share computed by dividing (i) the aggregate Liquidation Value of Common the shares of Series A Preferred Stock equal to be converted by (ii) the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. ii. (b) Each conversion of this Note Series A Preferred Stock shall be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit certificate or certificates representing the Series A attached hereto, has Preferred Stock to be converted have been delivered to surrendered for conversion at the Corporation's principal office. At When the time such conversion has been effected, the person rights of the converting holder of Series A Preferred Stock as such holder shall cease, and the Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such the conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate or certificatesthereby. iii. (c) As soon as possible but in any event within 10 business days after a conversion has been effected (but in any event within five (5) Business Days)effected, the Corporation shall deliver to the converting Holder: A. holder: (i) a certificate or certificates representing the number of shares of Common Stock issuable by reason of such the conversion in such name or names and such denomination or denominations as the converting Holder holder has specified; B. if applicable, ; and (ii) a new note certificate representing any shares of Series A Preferred Stock which were represented by the certificate or certificates delivered to the Corporation in connection with the face amount of principal and interest representing that portion of the Note and accrued conversion but unpaid interest thereon which were not converted; and C. cash in lieu of any fractional share as provided for herein. iv. (d) The issuance of a certificate or certificates for shares of Common Stock upon the conversion of the Note Series A Preferred Stock shall be made without charge to the Holder converting holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) the conversion or other cost incurred by the Corporation in connection with such the conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Noteeach share of Series A Preferred Stock, the Corporation shall take all such actions as are that may be necessary in order to insure that the Common Stock issuable with respect to such issued as a result of the conversion shall be is validly issued, fully paid, paid and nonassessable. (e) The Corporation shall not close its books against the transfer of Series A Preferred Stock or of Common Stock issued or issuable upon conversion of Series A Preferred Stock in any manner which interferes with the timely conversion of Series A Preferred Stock. (f) If any fractional interest in a share of Common Stock would, except for the provisions of this Section 4A(f), be issuable upon any conversion of Series A Preferred Stock, the Corporation, in lieu of issuing the fractional share otherwise issuable, may pay an amount to the holder of the fractional interest equal to the Market Price of the fractional interest as of the date of conversion.

Conversion Procedure. i. To convert a Series 3 1/4% Note a Holder must satisfy the requirements contained in paragraph 7 of the Series 3 1/4% Notes. The date on which a Holder may, at any time of Series 3 1/4% Notes satisfies all those requirements is the conversion date (the "Conversion Date"). As soon as practicable after the Date of Issuance and at Conversion Date, the option of Company shall deliver to the Holder, convert all or any portion through the Conversion Agent, a certificate for the number of the Principal and all accrued interest on this Note into fully paid and nonassessable full shares of Common Stock issuable upon the conversion and cash in accordance with this lieu of any fractional share determined pursuant to Section 3.03. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Series 3 and at a price per share 1/4% Note 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 Common Stock equal to upon such conversion as the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out record holder or holders of its authorized and unissued such shares of Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Notesuch date, each as provided herein. ii. Each conversion of this Note but such surrender shall be deemed effective to have been effected constitute the Person or Persons entitled to receive such shares of Common Stock as of the record holder or holders thereof for all purposes at the close of business on the date next succeeding day on which this such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Series 3 1/4% Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Series 3 1/4% Note, together with proper Notice such Person shall no longer be a Holder of Conversion such Series 3 1/4% Note unless the Company defaults in the form delivery of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, the person or persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon in respect of such conversion shall and such default continues for a period of 10 days. No payment or adjustment will be deemed made for dividends or other distribution with respect to have become the holder or holders of record of the shares of any Common Stock represented by such certificate or certificates. iiiexcept as provided in this Article III. As soon as possible after a conversion has been effected (but in any event within five (5) Business Days)If the Holder converts more than one Series 3 1/4% Note at the same time, the Corporation shall deliver to the converting Holder: A. a certificate or certificates representing the number of shares of Common Stock issuable by reason upon the conversion shall be based on the total Principal Amount of such conversion the Series 3 1/4% Notes converted. Upon surrender of a Series 3 1/4% Note that is converted in such name or names part, the Company shall execute, and such denomination or denominations as the converting Holder has specified; B. if applicableTrustee shall authenticate and make available for delivery to the Holder, a new note Series 3 1/4% Note in an authorized denomination equal in Principal Amount to the face amount of principal and interest representing that unconverted portion of the Series 3 1/4% Note and accrued but unpaid interest thereon not converted; and C. cash surrendered. If the last day on which a Series 3 1/4% Note may be converted is a Legal Holiday in lieu of any fractional share as provided for herein. iv. The issuance of certificates for shares of Common Stock upon conversion of a place where the Conversion Agent is located, the Series 3 1/4% Note shall may be made without charge surrendered to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) or other cost incurred by Conversion Agent on the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to next succeeding day that is not a person or persons other than the converting Holder. Upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessableLegal Holiday.

Conversion Procedure. i. The (i) Holder may, at any time after the Date of Issuance and at the option of the Holder, convert all or any portion of the Principal and all accrued interest on shall effect a conversion by surrendering this Note into fully paid and nonassessable shares of Common Stock in accordance with this Section 3 and at a price per share of Common Stock equal accompanied by proper assignment thereof to the Company, together with a completed and duly executed conversion notice in the form of Exhibit A annexed hereto (the "Conversion Price then in effectNotice"). The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon Such conversion of this Note and payment of interest on this Note, each as provided herein. ii. Each conversion of this Note shall will be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in Note and the form of Exhibit A attached hereto, duly completed conversion notice has been delivered to surrendered at the Corporationprincipal office of the Company (the "Conversion Date"). At the such time as such conversion has been effected, the person or persons in whose name or names any certificate or certificates for shares rights of Common Stock are the Holder to be issued upon such conversion shall receive payments of principal and interest hereon will cease and the Holder will be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate or certificatesthereby. The provisions of this Note that apply to optional conversion of all of this Note also apply to conversion of a portion of this Note. iii. (ii) As soon as possible after a the conversion has been effected (but in any event within five fifteen (515) Business Daysdays after the surrender of this Note and the Conversion Notice to the Company), the Corporation shall Company will deliver to the converting Holder: A. (A) a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such the name or names and of the Holder in such denomination or denominations as the converting Holder has specified; B. if applicable, a new note in the face amount of principal and interest representing that portion of the Note and accrued but unpaid interest thereon not converted; and C. cash (B) a new duly executed Note for the principal amount of this Note which was delivered to the Company in lieu of any fractional share as provided for hereinconnection with such conversion but which was not converted. iv. (iii) The issuance of certificates for shares of Common Stock upon conversion of the this Note shall will be made without charge to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) thereof or other cost incurred by the Corporation Company in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the this Note, the Corporation shall QSGI will take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall will be validly issued, fully paid, paid and nonassessable.

Conversion Procedure. i. The Holder mayIn order to exercise the conversion privilege under this Section 5, the holder of any shares of Series C Preferred Stock to be converted shall give written notice to the Corporation at any time after the Date its principal office that such holder elects to convert such shares of Issuance and at the option of the Holder, convert all Series C Preferred Stock or any a specified portion of the Principal and all accrued interest on this Note thereof into fully paid and nonassessable shares of Common Stock as set forth in accordance with this Section 3 such notice (the “Conversion Notice”, and at a price per share such date of Common Stock equal to delivery of the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. ii. Each conversion of this Note shall be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, the person or persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become “Conversion Notice Delivery Date”). Within three (3) business days following the holder or holders of record of the shares of Common Stock represented by such certificate or certificates. iii. As soon as possible after a conversion has been effected (but in any event within five (5) Business Days)Conversion Notice Delivery Date, the Corporation shall issue and deliver to the converting Holder: A. a certificate or certificates representing the number of shares of Common Stock issuable determined pursuant to this Section 5 (the “Share Delivery Date”). In case of conversion under this Section 5 of only a part of the shares of Series C Preferred Stock represented by reason a certificate surrendered to the Corporation, the Corporation shall issue and deliver a new certificate for the number of shares of Series C Preferred Stock which have not been converted, upon receipt of the original certificate or certificates representing shares of Series C Preferred Stock so converted. Until such conversion in such name or names and such denomination or denominations time as the converting Holder has specified; B. if applicablecertificate or certificates representing shares of Series C Preferred Stock which have been converted are surrendered to the Corporation and a certificate or certificates representing the Common Stock into which such shares of Series C Preferred Stock have been converted have been issued and delivered, a new note in the face amount certificate or certificates representing the shares of principal and interest representing that portion of Series C Preferred Stock which have been converted shall represent the Note and accrued but unpaid interest thereon not converted; and C. cash in lieu of any fractional share as provided for herein. iv. The issuance of certificates for shares of Common Stock upon conversion into which such shares of the Note Series C Preferred Stock have been converted. The Corporation shall be made without charge to the Holder for any issuance tax in respect of such issuance (including pay all documentary, stamp or similar tax) issue or other cost incurred by transfer tax due on the Corporation in connection with such conversion and the related issuance issue of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon Stock issuable upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessableSeries C Preferred Stock.

Conversion Procedure. i. The Holder may, at (a) At any time after the Date and from time to time, any holder of Issuance and at the option of the Holder, Series A Preferred may convert all or any portion of the Principal and all accrued interest on this Note Series A Preferred Shares (including any fraction of a share) held by such holder into fully paid and nonassessable the number of shares of Common Stock in accordance with this Section 3 computed by (i) multiplying the number of Series A Preferred Shares to be converted by $0.347037 and at a price per share of Common Stock equal to (ii) dividing the resulting product by the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. ii. (b) Each conversion of this Note shall Series A Preferred Shares will be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice the certificate or certificates representing the Series A Preferred Shares to be converted have been surrendered at the principal office of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the such time as such conversion has been effected, the person rights of the holder of such Series A Preferred Shares as such holder will cease and the Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall will be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate or certificatesthereby. iii. (c) As soon as possible after a conversion has been effected (but in any event within five (510 business days in the case of Section 4.1(c)(i) Business Daysbelow), the Corporation shall will deliver to the converting Holderholder: A. (i) a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder holder has specified; B. if applicable, a new note (ii) payment in an amount equal to the face amount of principal and interest representing that portion of the Note and accrued but unpaid interest thereon not convertedpayable under Section 4.1(f) below with respect to such conversion; and C. cash (iii) a certificate representing any Series A Preferred Shares which were represented by the certificate or certificates delivered to the Corporation in lieu of any fractional share as provided for hereinconnection with such conversion but which were not converted. iv. (d) The issuance of certificates for shares of Common Stock upon conversion of the Note shall Series A Preferred Shares will be made without charge to the Holder holders of such Series A Preferred Shares for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Noteeach Series A Preferred Share, the Corporation shall will take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall will be validly issued, fully paid, paid and nonassessable. (e) The Corporation will not close its books against the transfer of Series A Preferred Shares or shares of Common Stock issued or issuable upon conversion of Series A Preferred Shares in any manner which interferes with the timely conversion of Series A Preferred Shares. (f) If any fractional interest in a share of Common Stock would, except for the provisions of this Section 4.1(f), be deliverable upon any conversion of the Series A Preferred Shares, the Corporation, in lieu of delivering the fractional share therefor, may pay an amount to the holder thereof equal to the fair market value (as determined by the Board) of such fractional interest as of the date of conversion.

Conversion Procedure. i. The Holder may(a) Any holder of shares of Series A Preferred desiring to convert any portion thereof into Common Stock shall surrender each certificate representing one or more shares of the Series A Preferred to be converted, duly endorsed in favor of the Corporation or in blank and accompanied by proper instruments of transfer, at any time after the Date of Issuance and at the option principal business office of the HolderCorporation (or such other place as may be designated by the Corporation), convert all or any portion of the Principal and all accrued interest on this Note into fully paid and nonassessable shares of Common Stock in accordance with this Section 3 and at a price per share of Common Stock equal shall give written notice to the Conversion Price then in effect. The Corporation covenants at that it will reserve and keep available out office of its authorized and unissued Common Stock for election to convert the sole purpose of issuance upon conversion of this Note and payment of interest on this Notesame, each as provided herein. ii. Each conversion of this Note shall be deemed to have been effected as of setting forth therein the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, the person or persons in whose name or names any certificate (with the address or certificates for addresses) in which the shares of Common Stock are to be issued issued. Conversion shall be effective upon receipt by the Corporation of the notice and the share certificate or certificates contemplated by the preceding sentence. In case of any Liquidation of the Corporation, such right of conversion shall be deemed cease and terminate at the close of business on the business day fixed for payment of the amount distributable to have become the holder or holders of record of the shares of Common Stock represented by such certificate or certificatesSeries A Preferred pursuant to SECTION 3. iii. (b) As soon as possible after a conversion has been effected (but in any event within five (5) Business Daysbusiness days), the Corporation shall deliver to the converting Holderholder: A. (i) a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder holder has specified; B. if applicable, a new note in the face amount of principal and interest representing that portion of the Note and accrued but unpaid interest thereon not converted; and C. cash (ii) a certificate representing any shares of Series A Preferred which were represented by the certificate or certificates delivered to the Corporation in lieu of any fractional share as provided for hereinconnection with such conversion but which were not converted. iv. (c) The issuance of certificates for shares of Common Stock upon conversion of the Note Series A Preferred shall be made without charge to the Holder holders of such Series A Preferred for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from . (d) The Corporation shall not close its books against the transfer of converted Series A Preferred or of Common Stock issued or issuable upon conversion of Series A Preferred in any manner which interferes with the timely conversion of Series A Preferred. The Corporation shall assist and cooperate (but the Corporation shall not be required to expend substantial efforts or funds in excess of $5,000 in the aggregate) with any holder of Series A Preferred required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of shares of Series A Preferred hereunder (including, without limitation, making any filings required to a person or persons other than be made by the converting Holder. Upon Corporation). (e) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the conversion of the NoteSeries A Preferred, not less than the number of shares of Common Stock issuable upon the conversion of all outstanding Series A Preferred that may then be exercised. All shares of Common Stock which are so issuable shall, when issued, be duly authorized and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as are may be necessary in order to insure ensure that the all such shares of Common Stock issuable with respect to such conversion may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be validly issued, fully paid, and nonassessableimmediately delivered by the Corporation upon each such issuance).

Conversion Procedure. i. The Holder may, at (a) At any time after and from time to time, the Date of Issuance and at the option holders of the Holder, Series A Preferred Stock may convert all or any portion of the Principal and all accrued interest on this Note Series A Preferred Shares (including any fraction of a share) held by such holder into fully paid and nonassessable the number of shares of Common Stock in accordance with this Section 3 computed by (i) multiplying the number of Series A Preferred Shares to be converted by the sum of (x) the Original Purchase Price, and at a price per share of Common Stock equal to (ii) dividing the resulting product by the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. ii. (b) Each conversion of this Note shall Series A Preferred Shares will be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice the certificate or certificates representing the Series A Preferred Shares to be converted have been surrendered at the principal office of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the such time as such conversion has been effected, the person rights of the holder of such Series A Preferred Shares as such holder will cease and the Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall will be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate or certificatesthereby. iii. (c) As soon as possible after a conversion has been effected (but in any event within five three (53) Business Days), business days) the Corporation shall will deliver to the converting Holderholder: A. (i) a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder holder has specified; B. if applicable, a new note in the face amount of principal and interest representing that portion of the Note and accrued but unpaid interest thereon not converted; and C. cash (ii) a certificate representing any Series A Preferred Shares which were represented by the certificate or certificates delivered to the Corporation in lieu of any fractional share as provided for hereinconnection with such conversion but which were not converted. iv. (d) The issuance of certificates for shares of Common Stock upon conversion of the Note shall Series A Preferred Shares will be made without charge to the Holder holders of such Series A Preferred Shares for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Noteeach Series A Preferred Share, the Corporation shall will take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall will be validly issued, fully paid, paid and nonassessable. (e) If any fractional interest in a share of Common Stock would, except for the provisions of this Section 3.1(d), be deliverable upon any conversion of the Series A Preferred Shares, the Corporation, in lieu of delivering the fractional share therefore, may pay an amount to the holder thereof equal to the fair market value (as reasonably determined in good faith by the Board) of such fractional interest as of the date of conversion.

Conversion Procedure. i. To convert a Series 2 1/2% Note a Holder must satisfy the requirements contained in paragraph 7 of the Series 2 1/2% Notes. The date on which a Holder may, at any time of Series 2 1/2% Notes satisfies all those requirements is the conversion date (the "Conversion Date"). As soon as practicable after the Date of Issuance and at Conversion Date, the option of Company shall deliver to the Holder, convert all or any portion through the Conversion Agent, a certificate for the number of the Principal and all accrued interest on this Note into fully paid and nonassessable full shares of Common Stock issuable upon the conversion and cash in accordance with this lieu of any fractional share determined pursuant to Section 3 3.03. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and at after the Conversion Date; provided, however, that no surrender of a price per share Series 2 1/2% Note 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 Common Stock equal to upon such conversion as the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out record holder or holders of its authorized and unissued such shares of Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Notesuch date, each as provided herein. ii. Each conversion of this Note but such surrender shall be deemed effective to have been effected constitute the Person or Persons entitled to receive such shares of Common Stock as of the record holder or holders thereof for all purposes at the close of business on the date next succeeding day on which this such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Series 2 1/2% Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Series 2 1/2% Note, together with proper Notice such Person shall no longer be a Holder of Conversion such Series 2 1/2% Note unless the Company defaults in the form delivery of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, the person or persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon in respect of such conversion shall and such default continues for a period of 10 days. No payment or adjustment will be deemed made for dividends or other distribution with respect to have become the holder or holders of record of the shares of any Common Stock represented by such certificate or certificates. iiiexcept as provided in this Article III. As soon as possible after a conversion has been effected (but in any event within five (5) Business Days)If the Holder converts more than one Series 2 1/2% Note at the same time, the Corporation shall deliver to the converting Holder: A. a certificate or certificates representing the number of shares of Common Stock issuable by reason upon the conversion shall be based on the total Principal Amount of such conversion the Series 2 1/2% Notes converted. Upon surrender of a Series 2 1/2% Note that is converted in such name or names part, the Company shall execute, and such denomination or denominations as the converting Holder has specified; B. if applicableTrustee shall authenticate and make available for delivery to the Holder, a new note Series 2 1/2% Note in an authorized denomination equal in Principal Amount to the face amount of principal and interest representing that unconverted portion of the Series 2 1/2% Note and accrued but unpaid interest thereon not converted; and C. cash surrendered. If the last day on which a Series 2 1/2% Note may be converted is a Legal Holiday in lieu of any fractional share as provided for herein. iv. The issuance of certificates for shares of Common Stock upon conversion of a place where the Conversion Agent is located, the Series 2 1/2% Note shall may be made without charge surrendered to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) or other cost incurred by Conversion Agent on the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to next succeeding day that is not a person or persons other than the converting Holder. Upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessableLegal Holiday.

Conversion Procedure. i. The Holder may, at (a) At any time after the Date and from time to time, any holder of Issuance and at the option of the Holder, Series A Preferred may convert all or any portion of the Principal and all accrued interest on this Note Series A Preferred Shares (including any fraction of a share) held by such holder into fully paid and nonassessable the number of shares of Common Stock in accordance with this Section 3 computed by (i) multiplying the number of Series A Preferred Shares to be converted by $0.347037 and at a price per share of Common Stock equal to (ii) dividing the resulting product by the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. ii. (b) Each conversion of this Note shall Series A Preferred Shares will be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice the certificate or certificates representing the Series A Preferred Shares to be converted have been surrendered at the principal office of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the such time as such conversion has been effected, the person rights of the holder of such Series A Preferred Shares as such holder will cease and the Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall will be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate or certificatesthereby. iii. (c) As soon as possible after a conversion has been effected (but in any event within five (510 business days in the case of Section 4.1(c)(i) Business Daysbelow), the Corporation shall will deliver to the converting Holderholder: A. (i) a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder holder has specified; B. if applicable, a new note (ii) payment in an amount equal to the face amount of principal and interest representing that portion of the Note and accrued but unpaid interest thereon not convertedpayable under Section 4.1(f) below with respect to such conversion; and C. cash (iii) a certificate representing any Series A Preferred Shares which were represented by the certificate or certificates delivered to the Corporation in lieu of any fractional share as provided for hereinconnection with such conversion but which were not converted. iv. (d) The issuance of certificates for shares of Common Stock upon conversion of the Note shall Series A Preferred Shares will be made without charge to the Holder holders of such Series A Preferred Shares for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Noteeach Series A Preferred Share, the Corporation shall will take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall will be validly issued, fully paid, paid and nonassessable. (e) The Corporation will not close its books against the transfer of Series A Preferred Shares or shares of Common Stock issued or issuable upon conversion of Series A Preferred Shares in any manner which interferes with the timely conversion of Series A Preferred Shares. (f) If any fractional interest in a share of Common Stock would, except for the provisions of this Section 4.l(f), be deliverable upon any conversion of the Series A Preferred Shares, the Corporation, in lieu of delivering the fractional share therefor, may pay an amount to the holder thereof equal to the fair market value (as determined by the Board) of such fractional interest as of the date of conversion.

Conversion Procedure. i. To convert a Series 3 1/2% Note a Holder must satisfy the requirements contained in paragraph 7 of the Series 3 1/2% Notes. The date on which a Holder may, at any time of Series 3 1/2% Notes satisfies all those requirements is the conversion date (the "Conversion Date"). As soon as practicable after the Date of Issuance and at Conversion Date, the option of Company shall deliver to the Holder, convert all or any portion through the Conversion Agent, a certificate for the number of the Principal and all accrued interest on this Note into fully paid and nonassessable full shares of Common Stock issuable upon the conversion and cash in accordance with this lieu of any fractional share determined pursuant to Section 3.03. The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Series 3 and at a price per share 1/2% Note 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 Common Stock equal to upon such conversion as the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out record holder or holders of its authorized and unissued such shares of Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Notesuch date, each as provided herein. ii. Each conversion of this Note but such surrender shall be deemed effective to have been effected constitute the Person or Persons entitled to receive such shares of Common Stock as of the record holder or holders thereof for all purposes at the close of business on the date next succeeding day on which this such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Series 3 1/2% Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Series 3 1/2% Note, together with proper Notice such Person shall no longer be a Holder of Conversion such Series 3 1/2% Note unless the Company defaults in the form delivery of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, the person or persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon in respect of such conversion shall and such default continues for a period of 10 days. No payment or adjustment will be deemed made for dividends or other distribution with respect to have become the holder or holders of record of the shares of any Common Stock represented by such certificate or certificates. iiiexcept as provided in this Article III. As soon as possible after a conversion has been effected (but in any event within five (5) Business Days)If the Holder converts more than one Series 3 1/2% Note at the same time, the Corporation shall deliver to the converting Holder: A. a certificate or certificates representing the number of shares of Common Stock issuable by reason upon the conversion shall be based on the total Principal Amount of such conversion the Series 3 1/2% Notes converted. Upon surrender of a Series 3 1/2% Note that is converted in such name or names part, the Company shall execute, and such denomination or denominations as the converting Holder has specified; B. if applicableTrustee shall authenticate and make available for delivery to the Holder, a new note Series 3 1/2% Note in an authorized denomination equal in Principal Amount to the face amount of principal and interest representing that unconverted portion of the Series 3 1/2% Note and accrued but unpaid interest thereon not converted; and C. cash surrendered. If the last day on which a Series 3 1/2% Note may be converted is a Legal Holiday in lieu of any fractional share as provided for herein. iv. The issuance of certificates for shares of Common Stock upon conversion of a place where the Conversion Agent is located, the Series 3 1/2% Note shall may be made without charge surrendered to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) or other cost incurred by Conversion Agent on the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to next succeeding day that is not a person or persons other than the converting Holder. Upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessableLegal Holiday.

Conversion Procedure. i. (a) To convert a Note a holder must deliver a conversion notice in the form attached hereto as Exhibit D (the "Conversion Notice") to the Company or its payment agent as provided for in Section 2.4. The Holder maydate on which the holder of a Note satisfies this requirement is the conversion date. As soon as practicable, at any time after the Date of Issuance and at Company shall deliver to the option holder of the Holder, convert all or any portion Note a certificate for the number of the Principal and all accrued interest on this Note into fully paid and nonassessable full shares of Common Stock issuable upon the conversion and a check in accordance with this Section 3 and at a price per share lieu of Common Stock equal to the Conversion Price then in effectany fractional share. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for person in whose name the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein. ii. Each conversion of this Note certificate is registered shall be deemed treated as a stockholder of record on and after the conversion date; provided, however, that no delivery of a Conversion Notice on any date other than a Business Day shall be effective to have been effected constitute the Person or Persons entitled to receive such Conversion Shares as of the record holder or holders thereof for all purposes until the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, the person or persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon next succeeding Business Day; such conversion shall be at the Conversion Rate in effect on the date that such Conversion Notice shall have been delivered for conversion, as if the date of such delivery had been a Business Day. Upon conversion of a Note, such Person shall no longer be a holder of such Note. Any Note for which a Conversion Notice is delivered on any day shall be deemed to have become be converted simultaneously with all other Notes for which a Conversion Notice is delivered on such day, subject to the surrender of such Notes to the Company. (b) No payment or adjustment will be made on Common Stock issued upon conversion. The holder of a Note that is converted into Common Stock pursuant to this Section 13 shall be entitled to receive, in cash, an amount equal to all accrued but unpaid interest on such Note (other than Contingent Interest) through the effective date of the conversion. (c) If a holder of Notes converts more than one Note at the same time, the number of full shares issuable upon the conversion shall be based on the total principal amount of the Notes converted. (d) Upon surrender of a Note that is converted in part the Company shall issue to the holder or holders a new Note equal in principal amount to the unconverted portion of record the Note surrendered. Upon receipt of the shares of Common Stock represented by such certificate or certificates. iii. As soon as possible after issuable upon conversion of a conversion has been effected (but in any event within five (5) Business Days)Note, the Corporation holder of the Note shall deliver to the converting Holder: A. a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder has specified; B. if applicable, a new note in the face amount of principal and interest representing that portion of Company the Note and accrued but unpaid interest thereon not that was converted; and C. cash in lieu of any fractional share as provided , duly endorsed, without recourse, representation or warranty for herein. iv. The issuance of certificates for shares of Common Stock upon conversion of the Note shall be made without charge transfer to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, and nonassessableCompany.