Common use of Conversion Clause in Contracts

Conversion. Subject to and upon compliance with the provisions of Article 4 of the Indenture, at the option of the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiums.

Conversion. Subject to and upon compliance with (a) At any time following the provisions of Article 4 receipt of the Indenture, at Required Stockholder Approval and the option effectiveness of the Holder thereofCharter Amendment, any portion Holders of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at Notes shall have the Conversion Rateright convert (the “Optional Conversion”) their outstanding Notes, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after and from time to time, on any Business Day, prior to the Exchange Offer Completion Date until earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the final maturity date Redemption Date or (2) the close of business on the Notes. Upon surrendering any Note for conversionBusiness Day immediately preceding the Maturity Date, the Holder of such Note shall receiveinto Common Stock, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial a conversion rate (the “Conversion Rate”) of 160.772 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the “Conversion Rate”), which is based upon an initial Conversion Price Exchange Act and the rules and regulations promulgated thereunder) in excess of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in 9.99% of the Indenture. If a Holder receives outstanding shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that Holder’s Notes shall be required to provide 61 days’ written notice to the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to any such conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal The Conversion Rate is subject to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required adjustment pursuant to Section 4.03(b12.06. (b) Following the receipt of the Indenture, pay funds equal to Required Stockholder Approval and the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) effectiveness of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice))Charter Amendment, the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield convert (the “Designated Event Make-Whole AmountMandatory Conversion”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at any outstanding Notes into a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such per $1,000 principal amount of Notes might have been converted immediately prior equal to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Price Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be as nearly equivalent as may be practicable added to the adjustments principal amount of such Note being converted. (d) If a Holder exercises its right to require the Conversion Rate and Conversion Price provided for Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in Article 4 accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the Indenture. If, event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such consolidationOptional Conversion, merger, conveyance, sale or transfer, and (2) in the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property case of a Person other than Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests date of the Holders Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as the Company’s Board of Directors shall reasonably consider necessary by reason determined in accordance with Section 13(d) of the foregoing. Notwithstanding any other provision Exchange Act and the rules and regulations promulgated thereunder) in excess of this Note or 9.99% of the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 outstanding shares of Common Stock upon conversion or otherwise be deemed to be an “affiliate” of the Notes and in payment Company for purposes of any make-whole premium obligations unless the Securities Act and/or the Exchange upon such conversion, then the Company has previously received stockholder approval for issuances of will promptly enter into a Registration Rights Agreement covering the shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock received upon such conversion conversion. (f) At the request of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rulesany Holder, the Company will have use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the option Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to either pay Holders cash Section 12.01(a) or issue shares of Common Stock upon such conversions and payments of make-whole premiumsMandatory Conversion pursuant to Section 12.01(b).

Conversion. Subject The Lender shall have the right, in its sole discretion, to convert the outstanding principal and upon compliance any accrued interest, fees or expenses due under this Agreement or under any Revolving Note into shares of the Company’s Common Stock, as set forth below. (a) Lender shall have the right, in its sole discretion, to convert any outstanding and unpaid principal portion owing hereunder or under any Revolving Note, and accrued interest thereon and any fees or expenses (the “Conversion Amount”), at the election of the Lender, by delivering to the Borrower a Notice of Conversion (as defined herein) (the date of giving of the Notice of Conversion being a “Conversion Date”), into fully paid and nonassessable shares of Common Stock as such stock exists on the Closing Date, or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined herein), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit I (the “Notice of Conversion”), the Borrower shall issue and deliver to the Lender within four (4) Business Days after the Conversion Date (such third day being the “Conversion Delivery Date”) that number of shares of Common Stock for the portion of principal, interest, fees or expenses converted in accordance with the provisions foregoing. The number of Article 4 Shares of Common Stock to be issued upon each conversion shall be determined by dividing Conversion Amount by the IndentureConversion Price. Any amount of principal converted hereunder shall be available for reborrowing, at the option of the Holder thereofLender, any portion following such conversion. (b) Subject to adjustment as provided herein, the conversion price (“Conversion Price”) per share shall be equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the principal lowest daily volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date as indicated in the Notice of Conversion (the denominator). (c) In the event the authorized Shares of Common Stock are insufficient to cover the Lender’s conversion, the Borrower shall, upon delivery of a completed Notice of Conversion, cause the number of authorized Shares of Common Stock to be increased within forty-five (45) days to an amount equal to three (3) times the amount of Shares of Common Stock required to be issued to Lender in accordance with this Note that is Section 11. (d) Notwithstanding anything contained in this Section to the contrary, upon the delivery of a Notice of Conversion to the Borrower, the Borrower shall have the right, on or prior to the Conversion Delivery Date, to deliver to the Lender an integral multiple amount in cash equal to the Conversion Amount as specified in the Notice of $1,000 may Conversion and, in the event of such delivery of cash equal to the Conversion Amount to the Lender, said Notice of Conversion shall be converted into fully paid null and non-assessable void and no conversion shall be undertaken by the Borrower. (e) Borrower shall pay any and all expenses incurred or to be incurred by the Lender in connection with having the shares of Common Stock at issued pursuant to this Section and the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated restrictive legend removed from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding share certificates evidencing said shares of Common Stock) , including, but not limited to, any expense incurred or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required incurred by the Nasdaq Stock Market rules, Lender in order to have a legal opinion of counsel issued after the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsClosing Date.

Conversion. Subject to and upon compliance with the provisions of Article 4 of the IndentureA Holder may surrender Securities for conversion into cash and, at the option of the Holder thereofif applicable, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock on a Conversion Date if, as of such Conversion Date, the Closing Sale Price of our Common Stock, for at least 20 trading days in the 30 consecutive trading-day period ending on the trading day prior to the Conversion RateDate is at least 110% of the Conversion Price per share of Common Stock on such preceding trading day. A Holder may also surrender Securities for conversion into cash and, determined if applicable, shares of Common Stock if at any time either: (i) the senior implied rating assigned to the Company by M▇▇▇▇’▇ Investors Service, Inc. has been downgraded to B2 or below, and (ii) the corporate credit rating assigned to the Company by Standard & Poor’s is downgraded to B or below, for so long as provided such downgrades remain in the Indentureeffect. In addition, in effect at the time of conversion. The a Holder may surrender Notes for conversion at a Security which has been called for redemption pursuant to Section 5 of this Security, even if the applicable Conversion Rate at any time after the Exchange Offer Completion Date foregoing provisions have not been satisfied, and such Securities may be surrendered for conversion into cash and, if applicable, shares of Common Stock until the close of business on the Business Day prior to the Redemption Date. In the event that the Company elects to distribute to all holders of the Company’s Capital Stock (i) certain rights or warrants entitling them to subscribe for or purchase Common Stock at less than the Current Market Price as defined in Section 11.11 of the Indenture for such issuance, or, (ii) cash or debt securities, which distribution has a per share value exceeding 10% of the market price of our common stock as of the trading day immediately preceding the final maturity declaration date for such distribution, a Holder may surrender Securities for conversion on the date the Company gives notice to such Holder of such right, which shall be not less than 15 days prior to the record date for such dividend or distribution, and such Holder may surrender such Securities for conversion at any time thereafter until the close of business on the Business Day prior to the record date or until the Company announces that such distribution shall not take place. Finally, in the event that the Company is a party to a consolidation, merger, transfer or lease of all or substantially all of its assets or if a transaction described in clause (2) of the definition of “Change of Control” under Section 6 of this Security occurs prior to July 21, 2008 and results in an increase in the Conversion Rate of the Securities, in each case pursuant to which the Common Stock would be converted into cash, securities or other assets, a Holder may surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective time of the transaction until and including the date which is 15 days after the actual date of such transaction (or if such transaction also results in Holders having a right to require us to purchase their Securities, until the NotesChange of Control Purchase Date) (assuming, in a case in which the Company’s stockholders may exercise rights of election, that a Holder of Securities would not have exercised any rights of election as to the stock, other securities or other property or assets receivable in connection therewith and received per share the kind and amount received per share by plurality of nonelecting shares). A Security in respect of which a Holder has delivered a Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. A Security in respect of which a Holder has delivered a Change of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be not converted. Upon surrendering any Note for conversion, no payment or adjustment for accrued and unpaid interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to Section 1 of this Security) or for dividends or distributions on the Common Stock shall be made. The initial conversion price is $17.859 per share of Common Stock (the “Conversion Price”), subject to adjustment in certain events described in Sections 11.06, 11.07, 11.08, 11.09, and 11.10 of the Indenture. No adjustment in the Conversion Price will be required unless such Note adjustment would require a change of at least 1% in the Conversion Price then in effect; provided that any adjustment that would otherwise be required to be made shall receivebe carried forward, aggregated with any previous adjustment which would otherwise have been made, and taken into account in respect any subsequent adjustment. The Company from time to time may voluntarily reduce the Conversion Price for a period of each $1,000 principal amount of Notes: at least 20 days. The Conversion Price shall be adjusted for dividends or distributions on shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described payable in the Indenture. If a Holder receives shares of Common Stock upon conversion or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase shares of Common Stock for a Note, period expiring within 60 days after the record date for such Holder will also receive distribution at a price per share less than the associated rights under any stockholder rights plan that Current Market Price per share as defined in the Indenture; distributions to such holders of assets or debt securities of the Company may adopt, whether or not certain rights to purchase securities of the rights have separated from Company (excluding certain cash dividends or distributions); distributions to such holders consisting exclusively of cash; and in the event that a tender or exchange offer is made by the Company or any Subsidiary for all or a portion of the Common Stock at and the time tender or exchange offer requires the payment of conversion unless, prior to conversion, consideration per share having a fair market value exceeding 110% of the rights have expired, terminated or been exchangedCurrent Market Price per share of Common Stock. To convert a NoteSecurity, a Holder must comply (1) complete and sign the conversion notice annexed to the Security, (2) surrender the Security to the Conversion Agent, (3) furnish the appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of Common Stock in the name of a Person other than the Holder thereof. In the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the procedures for conversion set out in Section 4.03 of the IndentureApplicable Procedures. A Holder may convert a portion of a Note equal to Security if the portion is $1,000 or any an integral multiple thereofof $1,000. In order If the Company is a party to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”)consolidation or merger, (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding Common Stock, the right to convert a Security into cash and, if applicable, Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsanother person.

Conversion. (a) Subject to and upon compliance with Section 11.02, a Holder shall have the provisions of Article 4 of the Indenture, at the option of the Holder thereof, right to convert all or any portion of the (if such portion is $2,000 principal amount of this Note that is or an integral multiple of $1,000 may be converted into fully paid and non-assessable shares principal amount) of Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender its Notes for conversion at the applicable Conversion Rate (“Early Conversion”) at any time after and from time to time, on any Business Day, prior to the Exchange Offer Completion Date until earliest of (i) if applicable, the close of business on the fifth Business Day following the date of a Mandatory Conversion Notice delivered in accordance with Section 11.01(b), (ii) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the final Redemption Date or (iii) the close of business on the Business Day immediately preceding the maturity date date, into a number of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (being converted equal to the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate then in effect (and Conversion Price) are subject to adjustment as described plus cash in the Indenture. If a Holder receives lieu of fractional shares of Common Stock in accordance with Section 11.03). In addition, upon conversion an Early Conversion, a Holder shall have the right to receive in cash, with respect to its Notes being converted, per $1,000 principal amount of a NoteNotes being converted, such Holder will also (x) in the event the Early Conversion Date occurs on or prior to September 23, 2017, the Early Conversion Payment and (y) in all cases, accrued and unpaid interest to the Early Conversion Date. For the avoidance of doubt, in the event of an Early Conversion with an Early Conversion Date after September 23, 2017, Holders shall not be entitled to receive the associated rights under any stockholder rights plan that Early Conversion Payment. (b) The Company shall have the Company may adoptright to convert the Notes (“Mandatory Conversion”), in whole or in part, into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 11.03), if each of the following conditions are satisfied: (i) the VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) exceeds the Threshold Price in effect on each applicable Trading Day for at least 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days (the rights have separated from “VWAP Condition”) and (ii) the Common Stock at Company delivers to the time of conversion unless, prior to conversionHolders, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with Trustee and the procedures for conversion set out in Section 4.03 of Conversion Agent (if other than the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1Trustee) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth Company’s election of its right to convert the Notes no later than the open of business on the reverse third Business Day immediately following the 20th Trading Day of this Note any such 30 Trading Day period (the a “Mandatory Conversion Notice”), which notice shall specify that the Mandatory Conversion shall occur on the sixth Business Day following the date of such notice (iithe “Mandatory Conversion Date”); provided that, the Company’s right to cause a Mandatory Conversion shall be suspended during the period beginning on the date a Change of Control Offer is made and continuing to, and including, the applicable Change of Control Settlement Date. For the avoidance of doubt, in the event of a Mandatory Conversion, Holders shall not be entitled to receive the Early Conversion Payment or, except as provided in Section 11.02(f), accrued and unpaid interest. The Mandatory Conversion Notice shall state that the Company is exercising its right to cause a Mandatory Conversion, the Conversion Rate and Conversion Price in effect on the Mandatory Conversion Date. Notwithstanding the foregoing, the Company may only exercise its right to cause a Mandatory Conversion if, as evidenced by an Officers’ Certificate delivered to the Trustee and the Conversion Agent (if other than the Trustee) deliver on the Mandatory Conversion Date, all of the conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, and including, the date of the Mandatory Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicabley) to the Conversion Agent and the Companyending on, and including, the Mandatory Conversion Date (iiithe “Equity Conditions Measuring Period”). The Equity Conditions are as follows: (i) if required, furnish appropriate endorsements either (1) all shares of Common Stock issuable upon conversion of the Notes and transfer documents; held by a non-Affiliate of the Company shall be eligible for sale without the need for registration under any applicable federal or state securities laws or (2) a shelf registration statement registering the holder resale of beneficial interests in any Global Note the shares of Common Stock issuable upon conversion of the Notes has been filed by the Company and been declared effective by the SEC or is automatically effective and is available for use, and the Company expects such shelf registration statement to be converted must comply with remain effective and available for use from the Applicable Procedures Mandatory Conversion Date until thirty days following the Mandatory Conversion Date; (ii) the Common Stock (or other security into which the Notes are convertible pursuant to cause the beneficial interests in such Global Note Section 11.11) to be delivered to the Conversion Agent. In the case on such conversion is listed or traded on The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, or any of either their respective successors (1) or (2)each, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the an “Conversion DateEligible Market”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by shall not then be suspended from trading on such Holder Eligible Market; (iii) at or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective settlement date (orof the Mandatory Conversion, if earlier and for any Notes validly surrendered for conversion with an Early Conversion Date prior to the extent applicable, Mandatory Conversion Date in accordance with the close terms of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice))this Indenture, the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if have delivered and paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments and the amount of cash due upon conversion of the Conversion Rate and Conversion Price which shall Notes to the Holders in accordance with Section 11.01(a); (iv) shares of Common Stock to be as nearly equivalent as issued upon conversion may be practicable issued in full without violating the rules or regulations of The New York Stock Exchange or any other applicable Eligible Market on which the Common Stock delivered upon conversion is then listed or trading; and (v) no Event of Default shall have occurred and be continuing. For the avoidance of doubt, the Company may exercise its right to cause more than one Mandatory Conversion so long as any Notes are outstanding so long as it complies with the adjustments other requirements of this Section 11.01(b). If the Company exercises its right to cause Mandatory Conversion in part, the Conversion Rate Agent will select the Notes to be converted pro rata, by lot or by any other method the Conversion Agent in its sole discretion deems fair and Conversion Price provided for in Article 4 of the Indenture. Ifappropriate (or, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon Notes represented by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may beGlobal Notes, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders manner as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the IndentureDTC may require), in no event will the Company issue more than an aggregate denominations of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of $2,000 or any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock integral $1,000 multiple in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsthereof.

Conversion. Subject to (i) Automatic Conversion on Next Equity Financing. The outstanding principal balance and upon compliance with the provisions of Article 4 unpaid accrued interest on this Note shall automatically convert into shares of the Indenture, Company's equity securities at the option closing of the Holder thereof, any portion Company's next equity financing in which gross aggregate proceeds to the company exceeds $1,000,000 (the "Next Equity Financing") including this Note and all other Notes which are converted into Preferred Stock: provided that the sale of the Company's Common Stock to its employees, directors, and consultants, or the issuance of Common Stock upon exercise or conversion of securities outstanding prior to the date hereof shall not constitute a Next Equity Financing. The number of shares of such equity securities to be issued upon such conversion shall be equal to the quotient obtained by dividing (a) the outstanding principal amount and unpaid accrued interest due on this Note on the date of conversion by (b) the price per share of the equity securities sold to the investors in the Next Equity Financing. The issuance of such shares upon conversion of this Note that is an integral multiple pursuant to this Section 2(a)(i) shall be upon and subject to the same tem1sand conditions applicable to the Next Equity Financing. Investor agrees to execute all necessary documents in connection with the conversion of $1,000 may be converted into fully paid this Note and non-assessable shares of Common Stock the Next Equity Financing including but not limited to. a definitive stock purchase agreement. (ii) Conversion at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversionCompany's Option. The Holder may surrender Notes for conversion at the applicable Conversion Rate at At any time after the Exchange Offer Completion Maturity Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan event that the Company may adopt, whether or Next Equity Financing has not yet occurred the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete outstanding principal balance and manually sign a notice of conversion substantially in the form set forth unpaid accrued interest on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payableshall, at the Company’s option, in (1) cash, (2) be converted into shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance new class of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common equity securities designed "Series A Preferred Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. ." The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Series A Preferred Stock into which to be issued upon such Notes might have been converted immediately prior conversion shall be equal to such consolidationthe quotient obtained by dividing (a) the outstanding principal and unpaid accrued interest due on this Note on the date of conversion, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments by (b) the price per share of the Conversion Rate and Conversion Price which shall Series A Preferred Stock, such price per share to be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided calculated based on “pre-money” valuation for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate at such time of 30,106,403 shares $2.000.000. The issuance of Common Series A Preferred Stock upon conversion of the Notes this Note pursuant to this Section 2(a)(ii) shall be upon terms and conditions that are normal and customary for similar transactions of this nature. Investor agrees to execute all necessary documents in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon connection with such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such numberthis Note. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such numberIncluding, to the extent required by the Nasdaq Stock Market rulesbut not limited to, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsa definitive stock purchase agreement.

Conversion. Subject to and upon compliance Commencing six months from the date the Company first receives proceeds from its initial public offering (the “IPO Date”) until this Note is no longer outstanding, the principal of and, with the provisions of Article 4 consent of the IndentureCompany, at the option of the Holder thereof, any portion of the principal amount of accrued interest on this Note that is an integral multiple of $1,000 may shall be converted convertible, in whole at any time or in part from time to time, into fully paid and non-assessable shares of Common Stock at the Conversion Rateoption of the Holder, determined as provided during the five Trading Days commencing on the first, second, third, fourth and fifth anniversaries of the Original Issue Date of the Note at any time and from time to time; provided, that if any such anniversary shall occur prior to six months from the IPO Date, this Note can be first converted in whole or in part during the Indenture, in effect at five Trading Days commencing on the time of conversionTrading Day following six months from the IPO Date. The Holder may surrender Notes for shall effect conversion at by delivering to the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close Company a Notice of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversionConversion, the Holder form of such Note shall receivewhich is attached hereto as Annex A (each, in respect a “Notice of each $1,000 Conversion”), specifying therein the principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”)and, which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 consent of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Company, interest on this Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and date which shall be no later than the Certificate second Business Day after the date the Notice of Conversion & Restricted Transfer, if applicable) to is received by the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion Company (the “Conversion Date”) for purposes ). If no Conversion Date is specified in a Notice of Article 4 of the Indenture. On and after Conversion, the Conversion DateDate shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent not be required to physically surrender this Note to the effective date Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at conversion without delaying the Company’s option, in (1) cash, (2) obligation to deliver the shares of Common Stock at a 5.0% discount to on the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such considerationShare Delivery Date. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding Conversions hereunder shall have the right thereafter to convert Notes only into effect of lowering the kind and outstanding principal amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such applicable conversion. The Holder would otherwise be entitled to receive in excess and the Company shall maintain records showing the principal amount(s) converted and the date of such numberconversion(s). If the The Company obtains stockholder approval for issuances may deliver an objection to any Notice of shares Conversion within one (1) Business Day of Common Stock in excess delivery of such number, to Notice of Conversion. In the extent required by the Nasdaq Stock Market rulesevent of any dispute or discrepancy, the Company will have records of the option to either pay Holders cash or issue shares Holder shall be controlling and determinative in the absence of Common Stock upon such conversions manifest error. The Holder, and payments any assignee by acceptance of make-whole premiumsthis Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

Conversion. Subject to and upon compliance with the provisions (a) Each share of Article 4 of the IndentureSeries B Preferred Stock may, at the option election of the Holder holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until effectiveness of a certificate of amendment to the close Certificate of business on Incorporation duly with the Business Day immediately preceding Secretary of State if Delaware that increases the final maturity date authorized number of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion RateTrigger Date”), which is based upon an initial Conversion Price and each share of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives Series B Preferred Stock shall be automatically converted into shares of Common Stock upon conversion on the later of a Note, such Holder will also receive the associated rights under any stockholder rights plan that Trigger Date or thirty (30) days after the conclusion of the second annual meeting of the stockholders of the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be following the date of conversion this Certificate of Designation (such later date being referred to as the “Conversion Date”). Any conversion under this Section III (a) for purposes of Article 4 of shall entitle the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of each holder (a transaction described in clause (3“Holder") of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible Series B Preferred Stock to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) 1,000 shares of Common Stock at a 5.0% discount for each share of Series B Preferred Stock (subject to appropriate adjustment for fractional shares of Series B Preferred Stock and in the event of any stock dividend, stock split, combination or other recapitalization). Upon the entire conversion of the Series B Preferred Stock, the Series B Preferred Stock shall be returned to the Current Market Price; provided Company for cancellation. (b) To elect to convert Series B Preferred Stock into Common Stock a holder shall be required to give written notice of such election to the Company and surrender to the Company the certificates for the Series B Preferred Stock to be converted. If required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder of his, her or its attorney duly authorized in writing. (c) Upon the Conversion Date all outstanding Series B Preferred Stock shall immediately convert into Common Stock. Within ten (10) business days of the Conversion Date the Company shall provide notice to such holder of the Series B Preferred Stock that such conversion has occurred. Promptly following the receipt of such notice from the Company that the issuance Series B Preferred Stock has been converted into Common Stock, the holder of the Series B Preferred Stock shall surrender the certificate or certificates for such shares of Series B Preferred Stock at the office of the Company's transfer agent (or at the principal office of the Company if the Company serves as its own transfer agent). If required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder of his, her or its attorney duly authorized in writing. (d) The Company shall, as soon as practicable after the Conversion Date or any election to convert Series B Preferred Stock, and in all events within ten (10) business days of receipt of the certificate or certificates surrendered for conversion, issue and deliver at such office to such holder, a certificate or certificates for the number of shares of Common Stock in payment to which such holder shall be entitled; provided however, that the Company shall not be obligated to issue certificates evidencing the shares of this make-whole premium will be subject Common Stock issuable upon conversion of any Series B Preferred Stock until the Series B Preferred Stock is either delivered to the Nasdaq Company or any transfer agent for the Series B Preferred Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Eventor Common Stock, or the Holder notifies the Company that such Series B Preferred Stock has been lost, stolen or destroyed and provides an agreement reasonably acceptable to the Company to indemnify the Company from any loss incurred by it in connection therewith. No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the number of shares to be issued shall be rounded up to the nearest whole share. If a fractional share interest arises upon any conversion hereunder, the Company shall eliminate such fractional share interest by causing to be issued to Holder an additional full share of Common Stock. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable and issued in compliance with all applicable laws including United States federal and state securities laws. Such equity securities, when so issued and delivered in accordance with the provisions hereof, shall be free and clear of all liens and encumbrances and adverse claims, other than restrictions on transfer created by applicable securities laws or by agreement and will not have been issued in violation of any preemptive rights or rights of first refusal or similar rights. (4e) a combination of cash, shares and such consideration. In the case of any split or reclassification of the common stock, any conversion or consolidation or merger of the Company with or into any other another Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transactionany compulsory share exchange, or if there is no record dateany other action whatsoever, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Companyeach a “Reclassification Event”), or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder then each holder of each Note Series B Preferred Stock then outstanding shall have the right thereafter to convert Notes only such Series B Preferred Stock into the kind and amount shares of securities, cash stock and other securities and property receivable upon such consolidation, merger, conveyance, sale or transfer deemed to be held by a holder holders of common stock of the number Company following such Reclassification Event, based on the conversion rate of 1,000 shares of Common Stock for each share of Series B Preferred Stock (in the event the property is cash, then the Holder shall have the right to convert the Series B Preferred Stock, based on the conversion rate of 1,000 shares of Common Stock for each share of Series B Preferred Stock, and receive cash in the same manner as other stockholders), so that the Holder shall be entitled upon such event to receive such amount of securities and property as the shares of the Common Stock into which such Notes might Series B Preferred Stock could have been converted immediately prior to such consolidation, merger, conveyance, sale or transferReclassification Event would have been entitled. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case The terms of any such consolidation, merger, conveyance, sale Reclassification Event shall include such terms so as to continue to give to the holder the right to receive the securities or transfer, the securities, cash and other property receivable thereupon by a holder set forth in this Section III (e) upon any conversion following such Reclassification Event. This provision shall similarly apply to successive Reclassification Events. (f) The issuance of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 certificates for shares of Common Stock on conversion of Series B Preferred Stock shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Notes Holder and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the extent required by, Company the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled amount of such tax or shall have established to receive shares of Common Stock upon such conversion the satisfaction of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share Company that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumstax has been paid.

Conversion. Subject to (i) Automatic Conversion on Next Equity Financing. The outstanding principal balance and upon compliance with the provisions of Article 4 unpaid accrued interest on this Note shall automatically convert into shares of the Indenture, Company's equity securities at the option closing of the Holder thereofCompany's next equity financing in which gross aggregate proceeds to the company exceeds $1,000,000 (the "Next Equity Financing"), any portion including this Note and all other Notes which are converted into Company equity; provided that the sale of the Company's Common Stock to its employees, directors, and consultants, or the issuance of Common Stock upon exercise or conversion of securities outstanding prior to the date hereof shall not constitute a Next Equity Financing. The number of shares of such equity securities to be issued upon such conversion shall be equal to the quotient obtained by dividing (a) the outstanding principal amount and unpaid accrued interest due on this Note on the date of conversion, by (b) the price per share of the equity securities sold to the investors in the Next Equity Financing after applying a two thirds discount (2/3 or 66.67%). For example, if the price per share of the Next Equity Financing were $9.00 per share then the conversion price would be $3.00 per share. The issuance of such shares upon conversion of this Note that is an integral multiple pursuant to this Section 2(a)(i) shall be upon and subject to the same terms and conditions applicable to the Next Equity Financing. Investor agrees to execute all necessary documents in connection with the conversion of $1,000 may be converted into fully paid this Note and non-assessable shares of Common Stock the Next Equity Financing, including, but not limited to, a definitive stock purchase agreement. (ii) Conversion at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversionCompany's Option. The Holder may surrender Notes for conversion at the applicable Conversion Rate at At any time after the Exchange Offer Completion Date until Maturity Date, in the close of business on event that the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversionNext Equity Financing has not yet occurred, the Holder outstanding principal balance and unpaid accrued interest on this Note shall, at the Company's option, be converted into shares issued to investors at the most recently closed Company equity financing (excluding issuances to Company employees and consultants pursuant to compensation plans approved by the Company's Board of such Note shall receive, in respect Directors). The number of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note stock to be converted must (i) complete and manually sign a notice of issued upon such conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value quotient obtained by dividing (a) the outstanding principal and unpaid accrued interest due on this Note on the effective date of such Fundamental Change conversion, by (b) the price per share of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal equity securities sold to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, investors at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the most recently closed Company equity financing. The issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable equity upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision conversion of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock pursuant to this Section 2(a)(ii) shall be upon conversion terms and conditions of the Notes and most recently closed Company equity financing. Investor agrees to execute all necessary documents in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon connection with such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such numberthis Note, to the extent required by the Nasdaq Stock Market rulesincluding, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsbut not limited to, a definitive stock purchase agreement.

Conversion. Subject to and upon compliance with the provisions of Article 4 (i) Shares of the Indenture, Convertible Preferred Stock will be convertible at the option of the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after and from time to time, into a number of shares of Class A Common Stock equal to the Exchange Offer Completion Date until aggregate liquidation preference amount of the shares of Convertible Preferred Stock surrendered for conversion divided by the Conversion Price as then in effect, except that, if shares of Convertible Preferred Stock are called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding Redemption Date. No fractional shares or securities representing fractional shares of Class A Common Stock will be issued upon conversion; in lieu of fractional shares of Class A Common Stock, the final maturity date Company will, at its option, either round up the number of shares to be issued to the nearest whole share or pay a cash adjustment based upon the current market price of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Class A Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second first Business Day immediately preceding the Designated Event Repurchase Date (as specified date of conversion. The Convertible Preferred Stock shall be converted by the holder thereof by surrendering the certificate or certificates representing the shares of Convertible Preferred Stock to be converted, appropriately completed, to the transfer agent for the Class A Common Stock. The transfer agent shall issue one or more certificates representing the Class A Common Stock to be issued in the Designated Event Noticeconversion in the name of names requested by the Holder. The transfer agent will deliver to the Holder a new certificate representing the shares of Convertible Preferred Stock in excess of those being surrendered for conversion. Effective as of the filing of the Amendment, the Conversion Price shall be $16.00 (the “Conversion Price”)), . Such Conversion Price shall be adjusted as hereinafter provided. (ii) (A) In case the Company shall (I) pay such Holder a make-whole premium within twenty (20) days after the consummation dividend or distribution in shares of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the its Class A Common Stock immediately following the announcement on its shares of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cashClass A Common Stock, (2II) subdivide its outstanding shares of Class A Common Stock at into a 5.0% discount to the Current Market Price; provided that the issuance greater number of shares, (III) combine its outstanding shares of Class A Common Stock in payment into a smaller number of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Eventshares, or (4IV) a combination issue, by reclassification of cash, its shares and such consideration. In the case of any consolidation or merger of the Company with or into any other PersonClass A Common Stock, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyanceits capital stock (each such transaction being called a “Stock Transaction”), sale or transfer of all or substantially all of the assets of the Companythen and in each such case, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, Conversion Price in effect immediately prior thereto shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing be adjusted so that the Holder of each Note then outstanding a share of Convertible Preferred Stock surrendered for conversion after the record date fixing stockholders to be affected by such Stock Transaction shall have the right thereafter be entitled to convert Notes only into the kind and amount of securities, cash and other property receivable receive upon such consolidation, merger, conveyance, sale or transfer by a holder of conversion the number of such shares of Class A Common Stock into which such Notes might Holder would have been entitled to receive after the happening of such event had such share of Convertible Preferred Stock been converted immediately prior to such consolidation, merger, conveyance, sale or transferrecord date. Such supplemental indenture adjustment shall provide for adjustments be made whenever any of such events shall happen, but shall also be effective retroactively as to shares of Convertible Preferred Stock converted between such record date and the date of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case happening of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsevent.

Conversion. Subject to (a) This Note, and upon compliance with the provisions of Article 4 of the Indentureany accrued and unpaid Interest hereon, at the option of the Holder thereofHolder, any portion shall be convertible into shares of common stock of the Obligor, par value $0.001 per share (the "Common Stock") in whole or in part at any time, at a conversion price (the "Conversion Price") The principal and any accrued and unpaid Interest may be converted, at the option of the holder, into the Common Stock at a price per share of calculated at a 20% discount to the 30-day average bid price of the Common Stock as may be quoted on the OTCQB, OTCQX Markets or listing on a national stock exchange and in no case below a price of $0.20 per share. The Holder shall effect conversions under Section 4(a) by surrendering to the Obligor the Note and by delivering to the Obligor a written conversion notice (the "Holder Conversion Notice"). Each Holder Conversion Notice shall specify the amount of this Note that is an integral multiple of $1,000 may Principal and Interest to be converted into fully paid and non-assessable the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Holder Conversion Notice to the Obligor (the "Conversion Date"). If the Holder is converting less than the entire Principal amount (and pro rata Interest) of this Note, then the Obligor shall deliver to the Holder a new Note for such Principal amount that has not been converted within five (5) business days of the Conversion Date. Each Holder Conversion Notice, once given, shall be irrevocable. (b) If the Obligor at any time, or from time to time, subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock at into a greater number of shares, the Conversion Rate, determined as provided in the Indenture, Price in effect at immediately prior to such subdivision will be proportionately reduced. If the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate Obligor at any time, or from time after to time, combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exchange Offer Completion Date until Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment under this Section shall become effective at the close of business on the Business Day immediately preceding date the final maturity subdivision or combination becomes effective or, in the case of a stock dividend, the date of such event. Whenever the NotesConversion Price is adjusted the Obligor shall promptly mail notice of such adjustment to the Holder, which notice shall set forth the Conversion Price after adjustment, the date on which such adjustment became effective and a brief statement of the facts resulting in such adjustment. (c) If the Obligor, by reclassification of securities or otherwise, shall change any of the securities as to which conversion rights under this Note exist into the same or a different number of securities of any other class or classes, this Note shall thereafter be convertible into such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the conversion rights under this Note immediately prior to such reclassification or other change, and the Conversion Price therefore shall be appropriately adjusted, all subject to further adjustment as provided in this Section 4. Upon surrendering No adjustment shall be made pursuant to this Section 4(c) upon any conversion or redemption of the Common Stock which is the subject of Section 4(d). (d) In case of any capital reorganization of the capital stock of the Obligor (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or any merger or consolidation of the Obligor with or into another corporation, or the sale of all or substantially all the assets of the Obligor then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Note for conversionshall thereafter be entitled to receive upon conversion of this Note, the number of shares of stock or other securities or property (including cash) to which the holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4(d) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Note. In all events, appropriate adjustment (as determined in good faith by the Obligor's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. (e) In case all or any portion of the authorized and outstanding shares of Common Stock of the Obligor are redeemed or converted or reclassified into other securities or property pursuant to the Obligor's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of such Note this Note, upon conversion hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "Termination Date"), shall receive, in respect lieu of each $1,000 principal amount the number of Notes: shares of Common Stock at an initial Conversion Shares that would have been issuable upon such conversion rate of 160.772 shares per $1,000 principal amount of Notes (immediately prior to the “Conversion Rate”)Termination Date, which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (the securities or property that would have been received if this Note had been converted in full and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, received thereupon had been simultaneously converted immediately prior to conversionthe Termination Date, the rights have expired, terminated or been exchanged. To convert a all subject to further adjustment as provided in this Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: . (1f) the Holder of any Definitive Note to be converted must Not later than ten (i10) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and business days after the Conversion Date, the conversion by such Holder Obligor will deliver, or holderwill cause to be delivered, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to certificate or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of certificates representing the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale being acquired upon the conversion of all or transfer. Such supplemental indenture shall provide for adjustments a portion of the Principal amount of or Interest under this Note (the "Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable Shares"). If the Obligor fails to deliver to the adjustments of Holder a certificate or certificates representing the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions Shares pursuant to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision Section 4(a) of this Note by the close of business on the tenth business day after the date of exercise, then the Holder will have the right to rescind such exercise. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Indenture, in no event will Obligor's failure to timely deliver certificates representing Conversion Shares upon conversion of this Note as required pursuant to the Company issue more than an aggregate of 30,106,403 terms hereof. (g) Certificates representing shares of Common Stock to be delivered upon a conversion hereunder may bear restrictive legends and may be Restricted Securities as defined in the Purchase Agreement; such securities may be resold without registration under the Securities Act only in certain limited circumstances. Such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. (h) The Obligor shall at all times reserve out of its authorized and unissued shares of Common Stock a number of Conversion Shares necessary to satisfy a full conversion of the Notes Principal amount of and Interest under this Note (the "Required Reserve Amount"). If at any time while this Note remains outstanding the Obligor does not have a sufficient number of authorized shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount (an "Authorized Share Failure"), then the Obligor shall take all action necessary to increase the Obligor's authorized shares of Common Stock to an amount sufficient to satisfy the Required Reserve Amount. As soon as practicable after the date of the occurrence of an Authorized Share Failure, but in payment no event later than sixty (60) days after the occurrence, the Obligor shall hold a meeting of any make-whole premium obligations unless its stockholders for the Company has previously received stockholder approval for issuances of an increase in the number of authorized shares of Common Stock. For the avoidance of doubt, an Authorized Share Failure shall constitute an Event of Default pursuant to Section 9 of this Note, notwithstanding the Obligor's obligation or efforts to comply with the requirements set forth in the immediately preceding sentence. (i) Upon a conversion hereunder the Obligor shall not be required to deliver stock certificates representing fractions of shares of Common Stock Stock. All fractional shares shall be rounded to the nearest whole share as full, final and complete satisfaction of its obligations for any conversion hereunder. (j) The transfer of certificates for Conversion Shares shall be made without cost or charge to the Holder in excess respect of the issue or delivery of such certificate, provided that number the Obligor shall not be required to pay any tax that may be payable in respect of shares any transfer involved in the issuance and delivery of any such certificate upon conversion. (k) Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Conversion Notice, shall be in writing and delivered in accordance with, and to with the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion Section 9.2 of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsPurchase Agreement.

Conversion. Subject to and upon compliance with Upon the provisions of Article 4 closing of the IndentureMerger (as referred to in the Note Agreement), at the option all of Shockwave's indebtedness under this Note shall become convertible into equity securities of the Holder thereofsurviving corporation, any portion of Shockwave (the principal amount "SERIES NEXT PREFERRED Stock"), issued in Shockwave's next private equity financing (the "NEXT EQUITY FINANCING"), provided the Next Equity Financing closes prior to the Maturity Date of this Note. Upon the Next Equity Financing, Borrower's indebtedness under this Note that is an integral multiple of $1,000 may shall automatically be converted into that number of fully paid and non-assessable nonassessable shares of Common Shockwave's Series Next Preferred Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which that is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the dollar amount of all principal outstanding and interest payable on the next Interest Payment Date. The date on which a Holder accrued as of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion being converted into stock by Holder, divided by the price per share of Shockwave's Series Next Preferred Stock at which such Series Next Preferred Stock is or will be offered to other Series Next Preferred Stock investors (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after "CONVERSION PRICE"); provided, however, that the Conversion DatePrice will automatically, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause equitably and proportionally be adjusted to reflect any subdivision (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)stock split), the Company shall pay such Holder a make-whole premium within twenty combination (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interestreverse stock split), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to stock dividend or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such considerationother recapitalization affecting Shockwave's Series Next Preferred Stock. In the case event that the Merger Agreement (as referred to in the Note Agreement) is terminated according to its terms, all of Borrower's indebtedness under this Note shall automatically be converted into Borrower's Series D Preferred Stock based upon a fully diluted pre-money valuation of Borrower's equity of $75,000,000 (the "BORROWER CONVERSION PRICE"); provided, however, that the Conversion Price will automatically, equitably and proportionally be adjusted to reflect any consolidation subdivision (stock split), combination (reverse stock split), stock dividend or merger other recapitalization affecting Borrower's Series D Preferred Stock. Such Series D Preferred Stock received by Holder will have rights, privileges, preferences and restrictions no less favorable than Borrower's Series C Preferred Stock in existence on the date of the Company Note Agreement and any Series D Preferred Stock issued subsequent to that date, and will have a liquidation preference based upon the price per share of the Series D Preferred Stock. Borrower covenants and agrees with or into any other Person, any merger of another Person with or into the Company (other than a merger Holder that does Borrower will not result in any reclassificationway alter, conversionamend or modify any of the rights, exchange preferences, privileges or cancellation restrictions of outstanding Borrower's Series D Preferred Stock, or to issue, eliminate or reduce the number of authorized shares of Common Borrower's Series D Preferred Stock) . Upon the conversion of Borrower's outstanding indebtedness hereunder pursuant to this Section, Borrower, at its expense, will as soon as practicable cause to be issued in the name of and delivered to Holder, a certificate or certificates for the number of fully paid and nonassessable shares of Borrower's Series D Preferred Stock to which Holder is entitled upon such conversion. Such certificates will include legends required federal and applicable state securities laws. No fractional shares will be issued upon any conversion of this Note or any conveyancepart hereof. If, sale upon any conversion of this Note, a fraction of a share would otherwise result, then Shockwave or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assetsBorrower, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior will pay Holder an amount of cash equal to the record date for fair market value of one share of the type and class of capital stock issuable to Holder upon such transaction, conversion (determined in accordance with the Conversion Price or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporationBorrower Conversion Price, as the case may be, as applicable at the time of such conversion), multiplied by the fraction of a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares share of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such which Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsentitled.

Conversion. Subject to and upon compliance with the provisions of Article 4 The Series A Preferred Shares are not convertible into or exchangeable for any other property or securities of the IndentureTrust, at the option of the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined except as provided in this Section 8. (a) Upon the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion occurrence of a NoteChange of Control, such Holder will also receive each holder of Series A Preferred Shares shall have the associated rights under any stockholder rights plan that the Company may adoptright, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversionthe Change of Control Conversion Date, the rights have expiredTrust has provided or provides notice of its election to redeem the Series A Preferred Shares pursuant to the Redemption Right or Special Optional Redemption Right, terminated to convert some or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 all of the Indenture. Series A Holder may convert Preferred Shares held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a portion number of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note Common Shares, per Series A Preferred Share to be converted must (the “Common Share Conversion Consideration”) equal to the lesser of (A) the quotient obtained by dividing (i) complete the sum of (x) the $25.00 liquidation preference per Series A Preferred Share to be converted plus (y) the amount of any accrued and manually sign unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a notice of conversion substantially Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case no additional amount for such accrued and unpaid dividends will be included in such sum) by (ii) the form set forth on the reverse of this Note Common Share Price (as defined herein) and (B) [ ] (the “Conversion NoticeShare Cap”), subject to the immediately succeeding paragraph. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Common Shares), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Shares as follows: the adjusted Share Cap as the result of a Share Split shall be the number of Common Shares that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) deliver a fraction, the Conversion Notice numerator of which is the number of Common Shares outstanding after giving effect to such Share Split and the Definitive Note (and denominator of which is the Certificate number of Conversion & Restricted Transfer, if applicable) Common Shares outstanding immediately prior to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion AgentShare Split. In the case of either a Change of Control pursuant to which Common Shares shall be converted into cash, securities or other property or assets (1including any combination thereof) or (2the “Alternative Form Consideration”), the Holder of a Definitive Note or holder of beneficial interests in Series A Preferred Shares shall receive upon conversion of such Series A Preferred Shares the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) number of the Indenture, pay funds Common Shares equal to the interest payable on Common Share Conversion Consideration immediately prior to the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) effective time of the Indenture Change of Control (the “Alternative Conversion Consideration”; and the Common Share Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, shall be referred to herein as the “Conversion Consideration”). In the event that holders of Common Shares have the opportunity to elect the form of consideration to be received in the Change of Control, the Conversion Consideration will be deemed to be the date kind and amount of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion consideration actually received by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case holders of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price majority of the Common Stock immediately following the announcement Shares that voted for such an election (if electing between two types of such Fundamental Change is equal to consideration) or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms holders of a plurality of the IndentureCommon Shares that voted for such an election (if electing between more than two types of consideration). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior will be subject to the record date for such transactionany limitations to which all holders of Common Shares are subject, or if there is no record dateincluding, at least ten (10) Trading Days prior without limitation, pro rata reductions applicable to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder any portion of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, consideration payable in the case Change of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsControl.

Conversion. Subject to and upon compliance with the provisions of Article 4 This Note is convertible into common stock, $0.001 par value per share of the IndentureBorrower (“Common Stock”) in accordance with this Section 6. i. Except as set forth below, Holder has the unrestricted right, at Holder’s option, to convert, in whole or in part, the option outstanding principal balance of this Note, including the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted any PIK Interest, together with accrued and unpaid interest thereon (the “Conversion Principal”), into fully paid and non-assessable nonassessable shares of Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversionStock. The right to convert may be exercised by Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after three (3) months following the Exchange Offer Completion Date until date hereof; provided, however, that Holder’s right to convert may not be exercised for the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes six (6) month period (the “Non-Conversion RatePeriod”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in following the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which the Borrower files a Holder registration statement with the Securities and Exchange Commission for the purpose of a Definitive Note or holder of a beneficial interest registering shares to be offered by the Borrower in a Global Note completes rights offering to its stockholders, so long as at all times during the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Non-Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion DatePeriod, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent Borrower is taking all reasonable steps to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after effectuate the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transactionrights offering. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which this Note may be converted (the “Conversion Shares”) shall be determined by dividing the Conversion Principal (as determined on the date that Holder exercises this conversion right) by the Conversion Price. The initial Conversion Price shall be $7.50. ii. Holder shall be entitled to convert this Note by surrendering this Note at the office of the Borrower and shall give written notice to the Borrower of the election to convert this Note and shall state therein the name or names in which the certificate or certificates for Conversion Shares are to be issued. iii. Such certificate or certificates shall bear such Notes might legends as are required, in the opinion of counsel to the Borrower, by applicable state and federal securities laws. The Borrower shall, as soon as practicable thereafter, but no later than seven (7) business days, issue and deliver to Holder a certificate or certificates for the number of Conversion Shares to which Holder shall be entitled as aforesaid. Such conversion shall be deemed to have been converted made immediately prior to such consolidationthe close of business on the date of surrender of this Note, merger, conveyance, sale and the person or transfer. Such supplemental indenture shall provide for adjustments of persons entitled to receive the Conversion Rate and Conversion Price which Shares issuable upon such conversion shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided treated for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, all purposes as the case may be, in record holder or holders of such consolidation, merger, conveyance or sale, then Conversion Shares as of such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoingdate. iv. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 No fractional shares of Common Stock shall be issued on conversion of this Note. v. In the event the Borrower should at any time or from time to time after the date hereof fix a record date for the split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock to receive dividends or other distributions payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (“Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents, then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased so that the number of Conversion Shares issuable upon conversion of this Note shall be increased in proportion to such increase or potential increase of outstanding shares of Common Stock. vi. If the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances number of shares of Common Stock in excess outstanding at any time after the date hereof is decreased by a combination of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive outstanding shares of Common Stock upon such conversion of Stock, then, following the Notes in excess record date of such combination, the Conversion Price for this Note shall be appropriately increased so that the number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock issuable on conversion hereof shall be decreased in excess proportion to such decrease in outstanding shares of Common Stock. vii. The Borrower shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of this Note, such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of this Note; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the entire current Conversion Principal of this Note, in addition to such other remedies as shall be available to Holder, the Borrower will use its best efforts to take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. viii. The Borrower shall use its best efforts to ensure that any future acquisitions of Common Stock by Holder upon such conversions the conversion, in whole or in part, of the outstanding principal balance of this Note shall not be subject to the provisions of any anti-takeover laws and payments regulations of makeany governmental authority, including without limitation, the applicable provisions of the Nevada Revised Statutes, and any provisions of an anti-whole premiumstakeover nature adopted by the Borrower or any of its subsidiaries or contained in the Borrower’s Articles of Incorporation, Bylaws, or the organizational documents of any of its subsidiaries, each as amended.

Conversion. Subject to and upon compliance with the provisions of Article 4 11 of the Indenture, at a Holder of a Debenture may convert such Debenture prior to the option of the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted Effective Time into fully paid and non-assessable shares of Common Stock at of the Conversion RateCompany if any of the conditions specified in paragraphs(a) through (e) of Section 11.01 of the Indenture is satisfied, determined as provided in and subject to the provisions of Article 11A of the Indenture, in effect at the time a Holder of conversion. The Holder a Debenture may surrender Notes for conversion at the applicable Conversion Rate at any time convert such Debenture from and after the Exchange Offer Completion Effective Time into the Cash Conversion Amount in cash and WPP ADSs representing a number of WPP Ordinary Shares equal to the Stock Conversion Amount divided by the Conversion Price; provided, however, that if such Debenture is called for redemption, the conversion right will terminate on the second Business Day immediately preceding the Redemption Date until of such Debenture (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the Business Day immediately preceding date such Default is cured and such Debenture is redeemed). The initial conversion price prior to the final maturity date Effective Time is $961.20 per share of Common Stock, and the Notesinitial conversion price from and after the Effective Time is $8.84 per WPP Ordinary Share, subject to adjustment under certain circumstances as described in the Indenture (the "CONVERSION PRICE"). Upon surrendering any Note for conversion, the Holder The number of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial issuable upon conversion rate of 160.772 shares per $1,000 a Debenture prior to the Effective Time is determined by dividing the principal amount of Notes Debentures converted by the Conversion Price in effect on the conversion date. The number of WPP Ordinary Shares represented by WPP ADSs issuable upon conversion of a Debenture from and after the Effective Time is determined by dividing (a) the “Stock Conversion Rate”Amount by (b) the Conversion Price in effect on the conversion date. In the event of a conversion of a Debenture prior to the Effective Time, the Company has the option, in lieu of delivering shares of Common Stock, to pay the Holder surrendering such Debenture an amount of cash determined in accordance with Section 11.02 of the Indenture. Upon conversion, no adjustment for interest (including Contingent Interest and Additional Amounts, if any), which is or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon an initial Conversion (i) if conversion occurs prior to the Effective Time, the current Market Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described defined in the Indenture) of the Common Stock on the last trading day prior to the date of conversion and (ii) if conversion occurs from and after the Effective Time, the current WPP Market Price (as defined in the Indenture) of WPP ADSs on the last trading day prior to the date of conversion. To convert a Debenture, a Holder must (a) complete and sign the irrevocable conversion notice set forth below (copies of which may also be obtained from the Conversion Agent) and deliver such notice to the Conversion Agent, (b) surrender the Debentures by delivering them to the Conversion Agent, at the office or agency maintained for such purpose in the Borough of Manhattan, The City of New York, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Debenture is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. Upon satisfaction of such requirements, the Conversion Agent shall, on behalf of such Holder, immediately convert such Debentures into, prior to the Effective Time, Common Stock (unless the Company has elected to pay cash in lieu of delivering shares of Common Stock) and, from and after the Effective Time, the Cash Conversion Amount and WPP ADSs representing the number of WPP Ordinary Shares described above. If a Holder receives shares surrenders a Debenture for conversion between the record date for the payment of Common Stock upon conversion an installment of a Note, such Holder will also receive interest and the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversionrelated Interest Payment Date, the rights have expiredDebenture must be accompanied by payment of an amount equal to the interest (including Contingent Interest and Additional Amounts, terminated if any), payable on such Interest Payment Date on the principal amount of the Debenture or portion thereof then converted; provided, however, that no such payment shall be required if such Debenture has been exchanged. To convert called for redemption on a NoteRedemption Date within the period between and including such record date and such Interest Payment Date, a Holder must comply with the procedures or if such Debenture is surrendered for conversion set out in Section 4.03 of on the IndentureInterest Payment Date. A Holder may convert a portion of a Note Debenture equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder A Debenture in respect of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder has delivered a Holder Change of Control Acceptance Notice exercising the option of such Holder to require the Company to repurchase such Debenture as provided in Section 3.11 or a Definitive Note or holder Purchase Acceptance Notice exercising the option of a beneficial interest such Holder to require the Company to repurchase such Debenture as provided in a Global Note completes the requirements of Section 4.03(a) 3.16 of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiums."

Conversion. Subject 6.1 If at any time prior to the Maturity Date, the Prepayment Date, the Acceleration Date, and upon compliance the Financing Date, the Payor or its parent shall merge with or become a subsidiary of a publicly-traded company or the Payor or its parent shall become publicly traded, then this Note, together with accrued unpaid interest thereon outstanding at the close of business on the date of such event (a "Conversion Event") shall automatically convert into the Conversion Shares (as hereinafter defined) at the purchase price of one dollar per share of Common Stock of Payor, subject to adjustment in accordance with the anti-dilution provisions set forth in this Section 6. 6.2 At any time prior to the Maturity Date, and at any time prior to the Prepayment Date, the Acceleration Date, and the Financing Date, provided that Payor shall give Payee not less than five (5) days prior written notice of any such dates or the event triggering the Acceleration Date, the Prepayment Date, or the Financing Date, the Payee may, at its sole option, exercisable in writing to the Payor at its address set forth above, convert the principal amount of this Note, together with accrued unpaid interest thereon, outstanding (the "Conversion Option") at the close of business on the date of such exercise (the "Effective Date") convert, in whole or in part, the then outstanding principal amount of this Note, together with accrued unpaid interest thereon (the "Optional Conversion"), into, fully paid and nonassessable shares of Common Stock (the "Conversion Shares") at the purchase price of one dollar per share of Common Stock of Payor, subject to adjustment in accordance with the anti-acceleration provisions set for in this Section 6. 6.3 To exercise the Conversion Option, the holder hereof shall give written notice to Payor that it elects to convert the principal amount of this Note, together with accrued unpaid interest thereon, into Conversion Shares in accordance with the provisions of Article 4 Section 6.1 above (the "Conversion Notice"). The Conversion Notice shall specify the name or names in which the holder wishes the certificates for the Conversion Shares to be registered, together with the address or addresses of the Indenturepersons so named, provided such Conversion Shares may not be registered in the name of a person or persons other than the holder of this Note unless the holder and such other person first comply with all applicable restrictions on the transfer of Conversion Shares. 6.4 Promptly after the delivery of the Conversion Notice to Payor, Payor shall cause to be delivered to the holder and/or Payor's designees' certificates representing the number of Conversion Shares into which this Note is being converted rounded up to the nearest whole share in the case of any fractional share. Conversion of this Note shall be deemed to have been made at the option close of business on the Holder thereofdate the Conversion Notice is delivered to Payor or a Conversion Event occurs, any portion of so that interest shall not accrue from and after such date on the principal amount of this Note that is an integral multiple of $1,000 may converted and the person or persons entitled to receive Conversion Shares upon such conversion shall be converted into fully paid treated for all purposes as having been the record holder or holders thereof at such time and non-assessable shares of Common Stock such conversion shall be at the Conversion Rate, determined as provided in the Indenture, Rate in effect at the time of conversionsuch time. The Holder may surrender Notes issuance of certificates for Conversion Shares upon conversion at of this Note shall be made without charge to the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close holder of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any this Note for conversion, the Holder of such Note shall receive, any tax in respect of each $1,000 principal amount the issuance of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per sharesuch certificates. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must Upon Payor's (i) complete and manually sign a notice delivery of conversion substantially in the form set forth on certificates for the reverse Conversion Shares to the holder of this Note (the “Conversion Notice”), and/or its designees and (ii) deliver payment of the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfercash adjustment, if applicable) any, due to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global this Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of this Article 6, the Indenture). Such payment holder of this Note shall be payablesurrender this Note to Payor. 6.5 Payor shall at all times keep available out of its authorized but unissued shares of Common Stock, solely for effecting the conversion of this Note, the full number of whole Conversion Shares then deliverable upon conversion of the entire principal amount of this Note, and accrued unpaid interest thereon, at the Company’s option, time outstanding. Payor shall take at all times such corporate action as shall be necessary in (1) cash, (2) order that Payor may validly and legally issue fully paid and nonassessable shares of Common Stock in accordance with the provisions of this Article 6. 6.6 In the event Payor at any time or from time to time shall make or issue, or fix a 5.0% discount record date for the determination of holders of Common Stock entitled to receive, a dividend or distribution payable in securities of Payor other than Common Stock, then, and in each such event, provisions shall be made so that the holder of this Note shall receive upon conversion thereof, in addition to the Current Market Price; provided that number of Conversion Shares receivable thereupon, the issuance amount of securities of Payor which such holder would have received had this Note been converted into shares of Common Stock on the date of such event and had the holder retained such securities thereafter, during the period from the date of such event to and including the conversion date, giving effect to all adjustments to the Conversion Rate during such period with respect to the rights of the holder of this Note. 6.7 If the shares of Common Stock issuable upon the conversion of this Note shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then and in each such event the holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change, by holders of the number of shares of Common Stock in payment of into which this make-whole premium will be Note might have been converted immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein. 6.8 In the Nasdaq Stock Market rulesevent of: (1) any taking by Payor of a record of any of the holders of any class of securities for any purpose, which may require shareholder approval in certain circumstancesincluding, but not limited to, determining the holders who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or (2) any meeting of holders of any class of securities of Payor or any action by holders of any class of securities of Payor without a meeting; or (3) the consideration received triggering such Designated Eventany capital reorganization of Payor, or (4) a combination any reclassification of cash, shares and such consideration. In the case of any consolidation or merger recapitalization of the Company with or into any other Person, any merger capital stock of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) Payor or any conveyance, sale or transfer of all or substantially all of the assets of Payor to or consolidation or merger of Payor with or into any other person; or (4) any proposed issue or grant by Payor to the Companyholders of Common Stock of any shares of stock of any class or any other securities (including but not limited to convertible securities), or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities; (5) any proposed sale of Common Stock in the manner described in Section 6.8, then and in such event, Payor will mail or cause to be mailed to the holder of record of this Note a notice specifying (i) the date on which any such record is or was to be taken and the purpose therefor, (ii) the date and purpose of any shareholders meeting or proposed shareholders action without meeting, (iii) the date on which any such sale, reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock are to surrender or exchange such shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up and (iv) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the Company date of such proposed issue or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee grant and the Holders persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least ten fifteen (1015) days prior to the record date for such transaction, or if there is no record date, at least ten shareholders meeting (10or shareholders action without meeting) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, event specified in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiums.Section 6.8

Conversion. Subject to (a) (i) At any time, until this Debenture is no longer outstanding, this Debenture, including interest and upon compliance with the provisions principal, shall be convertible into shares of Article 4 Common Stock at a price of Fifty Percent (50%) of the Indentureaverage closing bid price, determined on the then current trading market for the Common Stock, for the ten Business Days prior to the Conversion Date, (the “Set Price”), at the option of the Holder, in whole or in part, at any time and from time to time. The Holder thereofshall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (a “Notice of Conversion”), specifying the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be five Business Days following the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Company or a notarized affidavit of lost debenture regarding this Debenture. The Company shall deliver any objection to any Notice of Conversion within two Business Days of receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. If the Company does not issue the shares of Common Stock underlying this Debenture after receipt of a Notice of Conversion within five (5) Business days following the period allowed for any objection, the Company shall be responsible for any differential in the value of the converted shares of Common Stock underlying this Debenture between the value of the closing price on the date which is ten Business Days after the Conversion Date and the date the shares of Common Stock are delivered. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Note that is an integral multiple of $1,000 Debenture may be converted into fully paid and non-assessable less than the amount stated on the face hereof. (ii) If the Company, at any time while this Debenture is outstanding: (A) shall pay a Common Stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock at the Conversion Rate(which, determined as provided in the Indenturefor avoidance of doubt, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at shall not include any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (issued by the “Conversion Rate”Company pursuant to this Debenture, including as interest thereon), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion PriceB) are subject to adjustment as described in the Indenture. If a Holder receives subdivide outstanding shares of Common Stock upon conversion into a larger number of a Noteshares, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the (C) combine (including by way of reverse stock split) outstanding shares of Common Stock at the time into a smaller number of conversion unlessshares, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2D) the holder issue by reclassification of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price shares of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) any shares of Common Stock at Stock, then the Set Price shall be multiplied by a 5.0% discount to fraction of which the Current Market Price; provided that numerator shall be the issuance number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of a subdivision, combination or re-classification. (iii) Whenever the Set Price is adjusted pursuant to this Section, the Company shall promptly mail to each Holder a notice setting forth the Set Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (iv) If (A) the Company shall declare a dividend (or any other distribution) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger of to which the Company with or into any other Personis a party, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the Person formed by such consolidation or resulting from such merger or which acquires such assetsaffairs of the Company; then, in each case, the Company shall mail to the Holders, at their last addresses as they shall appear upon the case may bestock books of the Company, shall notify the Trustee and the Holders at least ten (10) 20 calendar days prior to the applicable record or effective date, a notice stating (x) the date on which a record is to be taken for the purpose of such transactiondividend, distribution, redemption, rights or warrants, or if there a record is no not to be taken, the date as of which the holders of the Common Stock of record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, conveyancesale, sale transfer or transfershare exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall execute and deliver be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. Holders are entitled to convert Debentures during the 20-day period commencing the date of such notice to the Trustee effective date of the event triggering such notice. (v) If, at any time while this Debenture is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a supplemental indenture providing that series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Debenture, the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into receive the same kind and amount of securities, cash and other or property receivable as it would have been entitled to receive upon the occurrence of such consolidationFundamental Transaction if it had been, mergerimmediately prior to such Fundamental Transaction, conveyance, sale or transfer by a the holder of Common Stock (the “Alternate Consideration”), unless the Company received no Alternate Consideration in such Fundamental Transaction (ie. an exchange offer open only to shareholders of the Company). For purposes of any such conversion, the determination of the Set Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in such Fundamental Transaction, and the Company shall apportion the Set Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Debenture following such Fundamental Transaction. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph and insuring that this Debenture will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. (b) The Company covenants that it will reserve and keep available, out of its authorized and unissued shares of Common Stock, solely for the purpose of issuance upon conversion of this Debenture, a sufficient number of shares of Common Stock into which such Notes might have been converted immediately prior required to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by issued upon a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision conversion of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsDebenture.

Conversion. 1.1 Without prejudice to the provisions paragraphs 4.3 to 4.11 of Schedule 2 Part 1, the Notes shall not be capable of conversion prior to Shareholder Approval having been obtained and no Noteholder shall serve any Conversion Notice prior to such time. 1.2 Subject to paragraph 1.1 and upon compliance with the provisions of Article 4 of the Indenture, at the option of the Holder thereof, any portion of the principal amount paragraph 1.4 of this Note that is an integral multiple Part 2 of $1,000 may be converted Schedule 2, all outstanding Tranche 1 Notes shall automatically convert into a number of fully paid and non-assessable shares of Common Stock at the Conversion RateOrdinary Shares upon Shareholder Approval being obtained, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes by dividing (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1x) the Holder sum of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”)outstanding principal amount, plus (ii) deliver the Conversion Notice all accrued and the Definitive Note (and the Certificate of Conversion & Restricted Transferunpaid interest thereon, if applicable) to the Conversion Agent and the Company, and plus (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) amount of the Indenture, pay funds equal to the interest payable on the next Interest Uplift Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change same is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events applicable pursuant to the terms of this Instrument) which has become due and payable in accordance with paragraph 4.2 and has not already been paid or satisfied by the Indentureissue of Uplift Securities (or otherwise), by (y) the Tranche 1 Conversion Price then in effect; provided that (but subject to paragraph 1.4 of this Part 2 of Schedule 2 below) following such conversion, no individual Noteholder shall hold more than 9.99% of the aggregate voting rights in the Company (on a fully diluted basis) (the “Ownership Limit”). Such payment In the event that Conversion of any Noteholder’s holding of Notes would result in such Noteholder exceeding the Ownership Limit, the principal amount of the Notes held by such Noteholder which shall convert shall be payablethe greatest amount possible without that Noteholder exceeding such Ownership Limit and the remaining principal balance on such Notes shall remain outstanding. 1.3 Subject to paragraphs 1.1, 1.2 and 1.4 of this Part 2 of Schedule 2: (a) each Noteholder holding Tranche 1 Notes shall have the right, at any time prior to the Tranche 1 Maturity Date, to serve a Conversion Notice on the Company to convert all or, if the Ownership Limit applies, part of such Noteholder’s Tranche 1 Notes then outstanding (together with any accrued but unpaid interest thereon) into fully paid Ordinary Shares at the Tranche 1 Conversion Price per Share; and (b) each Noteholder holding Tranche 2 Notes shall have the right, at any time prior to the Tranche 2 Maturity Date applicable to such Noteholder’s Tranche 2 Notes, to serve a Conversion Notice on the Company to convert all or, if the Ownership Limit applies, part of such Noteholder’s Tranche 2 Notes then outstanding (together with any accrued but unpaid interest thereon) into fully paid Ordinary Shares at the Tranche 2 Conversion Price per Share, provided that, in each of the foregoing cases, at the Companytime of the Conversion Notice, either (i) such Noteholder’s optionaggregate voting rights in the Company is not in excess of the Ownership Limit and would not become in excess of the Ownership Limit as a result of the conversion contemplated by such Conversion Notice; or (ii) such Noteholder has waived the application of the Ownership Limit in accordance with paragraph 1.4 of this Part 2 of Schedule 2. 1.4 Notwithstanding the foregoing, in (1) casha Noteholder may increase or decrease the Ownership Limit to any other percentage, (2) shares of Common Stock at a 5.0% discount by written notice to the Current Market PriceCompany; provided, that the Noteholder may not decrease the limitation prior to August 8, 2020; provided further that a waiver by the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger Noteholder of the Company with Ownership Limit or into any other Person, any merger of another Person with or into a request to increase the Ownership Limit requires not less than 61 days prior written notice to the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all with such waiver of the assets Ownership Limit or request to increase the Ownership Limit taking effect only upon the expiration of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee 61 day notice period and the Holders at least ten (10) days prior applying only to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior Noteholder and not to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and any other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate Notes) and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise Ownership Limit shall never be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiums.increased above 19.99

Conversion. 5.1 Subject to the Lockup Period and upon compliance with Clause 5.9, the provisions of Article 4 of Noteholders may, in their absolute discretion, from time to time, by one or more Conversion Notices to the IndentureCompany, at the option of the Holder thereof, any elect to Convert such portion of the principal amount of this Note that the Advance and/or any interest thereon, as is an integral multiple specified in each Conversion Notice. 5.2 Upon receipt of $1,000 may be converted into fully paid any Conversion Notice, the Company will allot and non-assessable shares of Common Stock at issue to the Noteholders (in the manner specified in the Conversion Rate, determined Notice) the Applicable Percentage of such number of Ordinary Shares (rounded down to the nearest whole share) as provided in is equal to the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date aggregate of the Notes. Upon surrendering any Note for conversionConversion Amount and the Conversion Repayment Fee (the “Total Conversion Amount”), the Holder Total Conversion Amount being divided by the Fixed Premium Placing Price and the relevant number of such Note shall receive, Ordinary Shares being Admitted in respect accordance with Clause 5.5. 5.3 The relevant repayment fee payable by the Company to the Noteholders in their Applicable Percentage arising from a Conversion will be reduced from the Repayment Fee to a sum representing five (5) per cent of each $1,000 the principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes the Advance or Advances then outstanding and to be repaid by the Company (the “Conversion RateRepayment Fee”). 5.4 For the avoidance of doubt, which is based upon an initial any Conversion may relate to principal only, interest only or both principal and interest. 5.5 Any amount to be satisfied pursuant to a Conversion shall not be satisfied until such time as the allotment and issue of the relevant number of Ordinary Shares to the Noteholders (in the manner specified in the Conversion Notice) has been completed. Such Ordinary Shares shall be allotted and issued as soon as practicable and in any event by no later than the five (5thth) Trading Day following the date of the relevant Conversion Notice. 5.6 The Company acknowledges and agrees that, following delivery of a Conversion Notice, each Noteholder may, subject to Clause 10, sell any or all of the Ordinary Shares to be issued to it pursuant to such Conversion Notice prior to the delivery of such Ordinary Shares to the Noteholders. 5.7 If any Reorganisation takes place after the date of this Agreement such amendments to the Fixed Premium Placing Price shall be made as the auditors of approximately $6.22 per sharethe Company shall certify to be fair and reasonable. The Conversion Rate (Company shall procure that its auditors are instructed to determine any such changes as soon as reasonably practicable upon any such Reorganisation taking effect and Conversion Price) are subject to adjustment as described in report such changes to the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that Noteholders and the Company in writing, in default of which the Noteholders may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior instruct such expert as it sees fit to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in make such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Datedetermination. The date on which a Holder of a Definitive Note Company’s auditors (or holder of a beneficial interest in a Global Note completes such expert as is appointed by the requirements of Section 4.03(aNoteholders) of the Indenture shall be deemed to be acting as experts and not as arbitrators and their determination shall, in the absence of manifest error, be final and binding on the parties. The fees of the Company's auditors (and such expert as is appointed by the Noteholders) shall be borne by the Company. 5.8 If prior to the Maturity Date the Company issues and allots new Ordinary Shares (“New Share Issuance”) in the Company at price per share below the Reference Price then the Fixed Premium Placing Price shall be amended to 110% of the price per share of the relevant New Share Issuance. For the avoidance of doubt the exercise of any warrants granted prior to the date of conversion (this Agreement or the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent exercise of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified options in the Designated Event Notice)), the Company shall pay such Holder not be deemed a make-whole premium within twenty New Share Issuance. 5.9 Each Noteholder agrees that no more than 63.3% of any Advance (20being principal and interest) days after may be converted at the consummation of such Designated EventFixed Premium Placing Price. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes Accordingly, and as if paid in cash from the effective date of such Fundamental Change through November 15a worked example, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price no more than £950,000 of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices Initial Advance may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, converted at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Fixed Premium Placing Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiums.

Conversion. Subject (a) Each Holder of Preferred Stock shall have the right at any time, at its option, to convert, subject to the terms and upon compliance with the provisions of Article 4 of this Section 8 and subject to the Indenture, at the option of the Holder thereoflimitations set forth in Section 11, any portion or all of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable such Holder’s shares of Preferred Stock into Common Stock at a conversion rate equal to the quotient of (i) the Liquidation Preference; divided by (ii) the Base Conversion Rate, determined Price (subject to adjustment as provided in this Section 8, the Indenture“Conversion Rate”) per share of Preferred Stock. Notwithstanding the foregoing, in effect at but subject to the time Conversion Cap, each Holder of conversion. The Preferred Stock shall have the right (the “Seven-Year Holder may surrender Notes for conversion at the applicable Conversion Rate Right”) at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date seven-year anniversary of the Notes. Upon surrendering Issue Date, if the then-current Conversion Price exceeds the Weighted Average Price for the Common Stock during any Note 10 consecutive Trading Days, at its option by delivery of a Notice of Conversion in accordance with Section 8(b) below no later than 5 Business Days following such 10th consecutive Trading Day, to convert any or all of such Holder’s shares of Preferred Stock into, at the Corporation’s sole discretion, either Common Stock, cash or a combination of Common Stock and cash; provided, that the Corporation shall provide such converting Holder notice of its election within 2 Trading Days of receipt of the Notice of Conversion; provided further, that in the event the Corporation elects to issue Common Stock for all or a portion of such conversion, the Holder “Conversion Rate” for such conversion (subject to the limitations set forth in Section 11) shall mean the quotient of the Liquidation Preference divided by the average Weighted Average Price for the Common Stock during the 20 consecutive Trading Days commencing on the Trading Day immediately following the Trading Day on which the Corporation provided such Note notice. If the Corporation does not elect a settlement method prior to the deadline set forth, the Corporation shall receivebe deemed to have elected to settle the conversion entirely in Common Stock. Notwithstanding anything to the contrary herein, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be converted pursuant to this Section 8 in the aggregate into more than 19.99% of the shares of Common Stock outstanding on the Issue Date (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization) (such limitation, the “Conversion Cap”). Upon conversion of any share of Preferred Stock, the Corporation shall deliver to the converting Holder, in respect of each $1,000 principal amount share of Notes: Preferred Stock being converted, a number of shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (equal to the “Conversion Rate”), which is based together with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10, on the second Business Day immediately following the relevant Conversion Date; provided, that upon an initial Conversion Price any Holder’s election to convert any share or shares of approximately $6.22 per share. The Conversion Rate Preferred Stock pursuant to the second sentence of this Section 8(a) the Corporation shall have the option to deliver the applicable conversion value (and Conversion Priceor any portion thereof) are subject in cash in lieu of shares of Common Stock, after providing such Holder at least 2 Business Days’ prior written notice of its election pursuant to adjustment as described this proviso; provided further, that any such payment in the Indenture. If a Holder receives cash in lieu of shares of Common Stock upon shall be made in an amount equal to the Liquidation Preference for every whole share of Preferred Stock so converted; provided further, that if the conversion value consists (x) solely of cash, then the Corporation shall deliver such cash payment to the Holder no later than 2 Trading Days from the receipt of the Notice of Conversion or (y) partially of cash, then the Corporation shall deliver such cash payment to the Holder simultaneously with the delivery of the Common Stock included in the conversion value. (b) Before any Holder shall be entitled to convert a Noteshare of Preferred Stock as set forth above, such Holder will also receive who: (i) holds a beneficial interest in a Global Preferred Share must deliver to DTC the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures appropriate instruction form for conversion set out pursuant to DTC’s conversion program (a “Conversion Instruction”) and, if required, pay all transfer or similar taxes or duties, if any; or (ii) holds Preferred Stock in Section 4.03 definitive, certificated form must: (A) manually sign and deliver an irrevocable notice to the office of the Indenture. Conversion Agent as set forth in the Form of Certificated Notice of Conversion (or a facsimile thereof) in the form included in Exhibit A Holder may convert hereto (a portion “Certificated Notice of a Note equal to $1,000 or any integral multiple thereof. In order to exercise Conversion”) and state in writing therein the conversion right: (1) the Holder number of any Definitive Note shares of Preferred Stock to be converted must and the name or names (iwith addresses) complete in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered and manually sign a notice registered; (B) surrender such shares of conversion substantially in Preferred Stock, at the form set forth on the reverse office of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note Agent; (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iiiC) if required, furnish appropriate endorsements and transfer documents; or and (2D) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes andor duties, if required any. The Conversion Agent shall notify the Corporation of any pending conversion pursuant to this Section 4.03(b) of the Indenture, pay funds equal to the interest payable 8 on the next Interest Payment DateConversion Date for such conversion. The date on which a Holder of a Definitive Note or holder of a beneficial interest complies with the procedures in a Global Note completes the requirements of Section 4.03(athis clause (b) of the Indenture shall be deemed to be the date of conversion (is the “Conversion Date”) .” If more than one share of Preferred Stock shall be surrendered for purposes of Article 4 of conversion at one time by the Indenture. On and after the Conversion Datesame Holder, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance number of shares of Common Stock in payment to be delivered upon conversion of this make-whole premium will such shares of Preferred Stock shall be subject to computed on the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger basis of the Company with or into any other Person, any merger aggregate number of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Preferred Stock so surrendered. (c) With respect to any conversion of shares of Preferred Stock: (i) if there shall have been surrendered certificate or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assetscertificates, as the case may be, representing a greater number of shares of Preferred Stock than the number of shares of Preferred Stock to be converted, the Corporation shall notify the Trustee execute and the Holders at least ten (10) days prior Registrar shall countersign and deliver to the record date for such transaction, Holder or if there is no record datesuch Holder’s designee, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Companyexpense of the Corporation, a new certificate or such successor, purchasing or transferee corporationcertificates, as the case may be, representing the number of shares of Preferred Stock that shall not have been converted; and (ii) if the shares of Preferred Stock converted are held in book-entry form through the facilities of the Depositary, promptly following the relevant Conversion Date, the Corporation shall cause the Transfer Agent and Registrar to reduce the number of shares of Preferred Stock represented by the global certificate by making a notation on Schedule I attached to the relevant Global Preferred Share. (d) Immediately prior to the close of business on the Conversion Date with respect to a conversion, a converting Holder of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon conversion of such Holder’s Preferred Stock notwithstanding that the share register of the Corporation shall then be closed or that certificates representing such Common Stock, if any, shall not then be actually delivered to such Holder. On the date of any conversion, all rights with respect to the shares of Preferred Stock so converted, including the rights, if any, to receive notices, shall terminate, excepting only the rights of holders thereof (i) pursuant to Section 3(f) and (ii) to (A) receive certificates for the number of whole shares of Common Stock, if any, into which such shares of Preferred Stock have been converted (with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10) and (B) exercise the rights to which they are thereafter entitled as holders of Common Stock, if any. (e) The Conversion Rate shall be adjusted, without duplication, upon the occurrence of any of the following events: (i) If the Corporation exclusively issues shares of Common Stock as a condition precedent to such consolidationdividend or distribution on all shares of its Common Stock, mergeror if the Corporation effects a share split or share combination, conveyancethe Conversion Rate shall be adjusted based on the following formula: where, sale or transfer, shall execute and deliver CR0 = the Conversion Rate in effect immediately prior to the Trustee a supplemental indenture providing that close of business on the Holder Record Date for such dividend or distribution, or immediately prior to the open of each Note then outstanding shall have business on the right thereafter to convert Notes only into Effective Date of such share split or share combination, as the kind and amount case may be; CR1 = the Conversion Rate in effect immediately after the close of securitiesbusiness on the Record Date for such dividend or distribution, cash and other property receivable upon or immediately after the open of business on the Effective Date of such consolidationshare split or share combination, merger, conveyance, sale or transfer by a holder of as the case may be; OS0 = the number of shares of Common Stock into which such Notes might have been converted outstanding immediately prior to the close of business on the Record Date for such consolidationdividend or distribution, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable immediately prior to the adjustments open of business on the Conversion Rate and Conversion Price provided for in Article 4 Effective Date of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale share split or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporationshare combination, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person ; and shall contain such additional provisions to protect OS1 = the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances number of shares of Common Stock outstanding immediately after giving effect to such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 8(e)(i) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in excess this Section 8(e)(i) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board determines not to pay such dividend or distribution, to the Conversion Rate that number would then be in effect if such dividend or distribution had not been declared. (ii) If the Corporation distributes to all or substantially all holders of its Common Stock any rights, options or warrants entitling them, for a period expiring not more than 60 days immediately following the announcement date of such distribution, to purchase or subscribe for shares in accordance withof its Common Stock at a price per share that is less than the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution, the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the extent required by, close of business on the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of Common Stock upon business on the Record Date for such conversion of distribution; OS 0 = the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, outstanding immediately prior to the extent required by close of business on the Nasdaq Stock Market rules, Record Date for such distribution; X = the Company will have the option to either pay Holders cash or issue total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution. Any increase made under this Section 8(e)(ii) shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the close of business on the Record Date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be readjusted, effective as of the date of such expiration, to the Conversion Rate that would then be in effect had the increase with respect to the distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased, effective as of the date the Board determines not to make such distribution, to be the Conversion Rate that would then be in effect if such Record Date for such distribution had not occurred. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate shall not be adjusted until the triggering events occur. For purposes of this Section 8(e)(ii) in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such conversions average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and payments including, the Trading Day immediately preceding the Ex-Date of makesuch distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Corporation for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board. (iii) If the Corporation distributes shares of its Capital Stock, evidences of its indebtedness or other assets, securities or property of the Corporation or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of Common Stock, excluding (a) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section 8(e)(i) or Section 8(e)(ii), (b) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to (or a cash amount paid pursuant to the last paragraph of) Section 8(e)(iv) and (c) Spin-whole premiums.Offs as to which the provisions set forth below in this Section 8(e)(iii) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets, securities or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such distribution; and FMV = the fair market value as of the Record Date for such distribution (as determined by the Board) of the Distributed Property with respect to each outstanding share of the Common Stock. Any increase made under the portion of this Section 8(e)(iii) above shall become effective immediately after the close of business on the Record Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased, effective as of the date the Board determines not to pay the distribution, to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing (but subject to the limitations set forth in Section 11), if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Preferred Stock shall receive, for each share of Preferred Stock, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of Distributed Property that such Holder would have received as if such Holder owned a number of shares of Common Stock equal to the Conversion Rate (determined without regard to the Conversion Cap, Beneficial Ownership Limitation or the Permitted Percentage Limitation) in effect on the Record Date for the distribution. With respect to an adjustment pursuant to this Section 8(e)(iii) where there has been a payment of a dividend or other distribution on the Common Stock consisting solely of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Corporation where such Capital Stock or similar equity interest is, or will be when issued, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Conversion Rate will be increased based on the following formula: w

Conversion. Subject to and upon compliance with the provisions of Article 4 of the Indenture(a) Each Note may be converted at any time, in whole or in part, at the option of the Holder holder thereof, any portion in the manner hereinafter provided, into fully-paid and nonassessable shares of the principal amount of this Note that is an integral multiple of $1,000 may Common Stock. The Notes shall automatically be converted into fully paid and non-assessable shares of Common Stock at the then effective Conversion Rate, determined as provided in Price for such shares with the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date consent of the Notes. Upon surrendering any Note Majority Holders. (b) The initial conversion rate for conversion, the Holder of such Note Notes shall receive, in respect of each $1,000 principal amount of Notes: be 100 shares of Common Stock at an initial conversion rate of 160.772 shares per for each $1,000 in aggregate principal amount of the Notes (the “Conversion Rate”), which is based upon representing an initial Conversion Price (for purposes of approximately Section 10) of $6.22 10.00 per shareshare of the Common Stock. The Conversion Rate (applicable conversion rate and Conversion Price) are Price from time to time in effect is subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: hereinafter provided. (1c) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation not issue fractions of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and or scrip in payment lieu thereof. If any fraction of any make-whole premium obligations unless a share of Common Stock would, except for the provisions of this Section 9(c), be issuable upon conversion of either Note or the Notes, the Company has previously received stockholder approval shall in lieu thereof pay to the person entitled thereto an amount in cash equal to the Market Price of such fraction, calculated to the nearest one-hundredth (1/100) of a share. (d) Whenever the conversion rate and Conversion Price shall be adjusted as provided in Section 10 hereof, the Company shall forthwith file at each office designated for issuances the conversion of the Notes, a statement, signed by the Chairman of the Board, the President, any Vice President or Treasurer of the Company, showing in reasonable detail the facts requiring such adjustment and the conversion rate that will be effective after such adjustment. The Company shall also cause a notice setting forth any such adjustments to be sent by mail, first class, postage prepaid, to the holders of the Notes. If such notice relates to an adjustment resulting from an event referred to in paragraph 10(g), such notice shall be included as part of the notice required to be mailed and published under the provisions of paragraph 10(g) hereof. (e) In order to exercise the conversion right, each holder of a Note shall surrender its Note therefore to the Company at its principal office, and shall give written notice to the Company at such office that such holder elects to convert its Note. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock in excess of that number of shares in accordance withwhich shall be issuable on such conversion shall be issued, and subject to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled restrictions on transfer relating to receive such Note or shares of Common Stock upon such conversion thereof. If so required by the Company, the Note or Notes surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form reasonably satisfactory to the Company, duly authorized in writing. The date of receipt by the Company of the Notes in excess certificates and notice shall be the conversion date. As soon as practicable after receipt of such number shall instead be entitled to receive cash in an amount equal to notice and the Current Market Price in lieu surrender of each share that such Holder would otherwise be entitled to receive in excess of such number. If the as aforesaid, the Company obtains stockholder approval shall cause to be issued and delivered at such office to such holder, or on his or its written order, a certificate or certificates for issuances the number of full shares of Common Stock issuable on such conversion in excess accordance with the provisions hereof and cash as provided in Section 9(c) in respect of any fraction of a share of Common Stock otherwise issuable upon such numberconversion. (f) Upon any conversion of all or any part of the Notes hereunder, the holders of the Notes shall be entitled to receive, at the election of the Company, cash in respect of any accrued but unpaid interest or additional shares of Common Stock equal to the extent required amount of accrued but unpaid interest as of the date of conversion, divided by the Nasdaq Conversion Price then in effect. (g) In the event of a partial conversion of either Note or the Notes, the Company, at its expense, will forthwith issue to the holder or holders thereof a new Note or Notes of like tenor representing the portion of the Note or Notes that have not been converted, such Note or Notes to be issued in the name of the holder thereof or its nominee (upon payment by such holder of any applicable transfer taxes). (h) The Company shall at all times when the Notes shall be outstanding reserve and keep available out of its authorized but unissued stock, for the purposes of effecting the conversion of the Notes, such number of its duly authorized shares of Common Stock Market rulesas shall from time to time be sufficient to effect the conversion of the Notes. Before taking any action which would cause an adjustment reducing the conversion price below the then par value of the shares of Common Stock issuable upon conversion of the Notes, the Company will have take any corporate action which may, in the option to either pay Holders cash or opinion of its counsel, be necessary in order that the Company may validly and legally issue fully-paid and nonassessable shares of such Common Stock upon at such conversions and payments of make-whole premiumsadjusted Conversion Price.

Conversion. Subject to and upon compliance with the provisions of Article 4 10 of the Indenture, at the option a Holder of the Holder thereof, any portion of the principal amount of this a Note that is an integral multiple of $1,000 may be converted convert such Note into fully paid and non-assessable shares of Common Stock of the Company if any of the conditions specified in paragraphs (a) through (g) of Section 10.01 of the Indenture is satisfied; provided, however, that if such Note is called for redemption, the conversion right will terminate at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the second Business Day immediately preceding before the final maturity redemption date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note (unless the Company shall receivedefault in making the redemption payment when due, in respect which case the conversion right shall terminate at the close of each $1,000 principal amount of Notes: shares of Common Stock at an business on the date such Default is cured and such Note is redeemed). The initial conversion rate of 160.772 shares per price is $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 6.45 per share. The Conversion Rate (and Conversion Price) are , subject to adjustment under certain circumstances as described in the IndentureIndenture (the "CONVERSION PRICE"). If a Holder receives The number of shares of Common Stock issuable upon conversion of a Note, such Holder will also receive Note is determined by dividing the associated rights under any stockholder rights plan that principal amount converted by the Conversion Price in effect on the Conversion Date. In the event of a conversion of a Note in a Principal Value Conversion the Company may adopthas the option to deliver cash and/or Common Stock to the Holder of the Note surrendered for such conversion as provided in Section 10.2 of the Indenture. Upon conversion, whether no adjustment for interest, if any (including contingent interest, if any), Liquidated Damages, if any, or not dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the rights have separated from current market price (as defined in the Indenture) of the Common Stock at on the time of conversion unless, last Trading Day prior to the date of conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with (a) complete and sign the procedures conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. If a Holder surrenders a Note for conversion set out in Section 4.03 between the record date for the payment of an installment of interest and the next interest payment date, the Note must be accompanied by payment of an amount equal to the interest (including contingent interest, if any) and Liquidated Damages, if any, payable on such interest payment date on the principal amount of the IndentureNote or portion thereof then converted; provided, however, that no such payment shall be required if such Note has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Note is surrendered for conversion on the interest payment date. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder A Note in respect of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder has delivered a Purchase Notice or a Change of a Definitive Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Note as provided in Section 3.08 or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) 3.09, respectively, of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, converted only if such notice of exercise is withdrawn as provided above and similar events pursuant to in accordance with the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiums.

Conversion. Subject to and upon compliance with Upon the provisions of Article 4 closing of the IndentureMerger (as referred to in the Note Agreement), at the option all of Shockwave's indebtedness under this Note shall become convertible into equity securities of the Holder thereofsurviving corporation, any portion of Shockwave (the principal amount "SERIES NEXT PREFERRED Stock"), issued in Shockwave's next private equity financing (the "NEXT EQUITY FINANCING"), provided the Next Equity Financing closes prior to the Maturity Date of this Note. Upon the Next Equity Financing, Borrower's indebtedness under this Note that is an integral multiple of $1,000 may shall automatically be converted into that number of fully paid and non-assessable nonassessable shares of Common Shockwave's Series Next Preferred Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which that is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the dollar amount of all principal outstanding and interest payable on the next Interest Payment Date. The date on which a Holder accrued as of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion being converted into stock by Holder, divided by the price per share of Shockwave's Series Next Preferred Stock at which such Series Next Preferred Stock is or will be offered to other Series Next Preferred Stock investors (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after "CONVERSION PRICE"); provided, however, that the Conversion DatePrice will automatically, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause equitably and proportionally be adjusted to reflect any subdivision (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)stock split), the Company shall pay such Holder a make-whole premium within twenty combination (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interestreverse stock split), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to stock dividend or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such considerationother recapitalization affecting Shockwave's Series Next Preferred Stock. In the case event that the Merger Agreement (as referred to in the Note Agreement) is terminated according to its terms, all of Borrower's indebtedness under this Note shall automatically be converted into Borrower's Series D Preferred Stock based upon a fully diluted pre-money valuation of Borrower's equity of $75,000,000 (the "BORROWER CONVERSION PRICE"); provided, however, that the Conversion Price will automatically, equitably and proportionally be adjusted to reflect any consolidation subdivision (stock split), combination (reverse stock split), stock dividend or merger other recapitalization affecting Borrower's Series D Preferred Stock. Such Series D Preferred Stock received by Holder will have rights, privileges, preferences and restrictions no less favorable than Borrower's Series C Preferred Stock in existence on the date of the Company Note Agreement and any Series D Preferred Stock issued subsequent to that date, and will have a liquidation preference based upon the price per share of the Series D Preferred Stock. Borrower covenants and agrees with or into any other Person, any merger of another Person with or into the Company (other than a merger Holder that does Borrower will not result in any reclassificationway alter, conversionamend or modify any of the rights, exchange preferences, privileges or cancellation restrictions of outstanding Borrower's Series D Preferred Stock, or to issue, eliminate or reduce the number of authorized shares of Common Borrower's Series D Preferred Stock) . Upon the conversion of Borrower's outstanding indebtedness hereunder pursuant to this Section, Borrower, at its expense, will as soon as practicable cause to be issued in the name of and delivered to Holder, a certificate or certificates for the number of fully paid and nonassessable shares of Borrower's Series D Preferred Stock to which Holder is entitled upon such conversion. Such certificates will include legends required federal and applicable state securities laws. No fractional shares will be issued upon any conversion of this Note or any conveyancepart hereof. If, sale upon any conversion of this Note, a fraction of a share would otherwise result, then Shockwave or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assetsBorrower, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior will pay Holder an amount of cash equal to the record date for fair market value of one share of the type and class of capital stock issuable to Holder upon such transaction, conversion (determined in accordance with the Conversion Price or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporationBorrower Conversion Price, as the case may be, as applicable at the time of 2 194 such conversion), multiplied by the fraction of a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares share of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such which Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsentitled.

Conversion. Subject to and upon compliance with the provisions Each share of Article 4 of the IndentureSeries B Preferred Stock may, at the option of the Holder holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at any time, whether or not the Corporation has given notice of exchange under Section 9, on the terms and conditions set forth in this Section 8. In addition: (a) Subject to the provisions for adjustment hereinafter set forth, each share of Series B Preferred Stock shall be convertible in the manner hereinafter set forth into a number of fully paid and nonassessable shares of Common Stock equal to the product obtained by multiplying the Applicable Conversion Rate by the number of shares of Series B Preferred Stock being converted. The Applicable Conversion Rate shall be the quotient obtained by dividing the Conversion Rate, determined as provided in Value on the Indenture, in effect at the time date of conversion. The Holder may surrender Notes for conversion at by the applicable Conversion Rate Price. (b) The Conversion Price shall be subject to adjustment from time to time as follows: (i) In case the Corporation shall at any time or from time to time after the Exchange Offer Completion Date until original issuance of the Series B Preferred Stock declare a dividend, or make a distribution, on the outstanding shares of Common Stock in either case, in shares of Common Stock, or effect a subdivision, combination, consolidation or reclassification of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, and in each such case, the Conversion Price in effect immediately prior to such event or the record date therefor, whichever is earlier, shall be adjusted by multiplying the Conversion Price by a fraction, the numerator of which is the number of shares of Common Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Common Stock outstanding immediately after such event. An adjustment made pursuant to this clause (i) shall become effective (x) in the case of any such dividend or distribution, immediately after the close of business on the Business Day immediately preceding record date for the final maturity date determination of the Notes. Upon surrendering any Note for conversion, the Holder holders of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”)entitled to receive such dividend or distribution, which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2y) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) any such subdivision, reclassification, consolidation or (2)combination, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, at the close of business on the second Business Day immediately preceding day upon which such corporate action becomes effective. (ii) In addition to the Designated Event Repurchase Date foregoing adjustments in subsections (as specified in the Designated Event Notice)i), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium Corporation will be equal permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights will not be taxable to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price holders of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock. (iii) In any case in which this Section 8 shall require that an adjustment (including by reason of the last sentence of subsection (i) above) be made immediately following a record date, the Corporation may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Corporation shall, with respect to any share of Series B Preferred Stock at a 5.0% discount converted after such record date and on and before such adjustment shall have become effective (x) defer paying any cash payment pursuant to Section 8(f) hereof or issuing to the Current Market Price; provided that holder of such shares of Series B Preferred Stock the issuance number of shares of Common Stock and other capital stock of the Corporation (or other assets or securities) issuable upon such conversion in excess of the number of shares of Common Stock and other capital stock of the Corporation issuable thereupon only on the basis of the Conversion Price prior to adjustment, and (y) not later than five Business Days after such adjustment shall have become effective, pay to such holder the appropriate cash payment pursuant to Section 8(f) hereof and issue to such holder the additional shares of Common Stock and other capital stock of the Corporation issuable on such conversion. (iv) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 0.1% of the Conversion Price; provided, that any adjustments which by reason of this make-whole premium will subsection (iv) are not required to be subject made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 8 shall be made to the Nasdaq nearest cent or to the nearest one-hundredth of a share, as the case may be. (i) In case of any capital reorganization or reclassification of outstanding shares of Common Stock Market rules, which may require shareholder approval in certain circumstances, (3other than a reclassification covered by paragraph (b) the consideration received triggering such Designated Event(i) of this Section 8), or (4) a combination of cash, shares and such consideration. In the in case of any consolidation or merger of the Company Corporation with or into another corporation, or in case of any sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety (each of the foregoing being referred to as a "Transaction"), (x) if such Transaction occurs prior to the Third Anniversary and constitutes or leads to a Change in Control, each holder of Series B Preferred Stock shall then be entitled to the acceleration and immediate vesting of all dividends such holder would have accrued on and prior to the Third Anniversary, and (y) each share of Series B Preferred Stock then outstanding shall thereafter be convertible into, in lieu of the Common Stock issuable upon such conversion prior to the consummation of such Transaction, the kind and amount of shares of stock and other securities and property (including cash) receivable upon the consummation of such transaction by a holder of that number of shares of Common Stock into which one share of Series B Preferred Stock was convertible immediately prior to such Transaction (including, on a pro rata basis, the cash, securities or property received by holders of Common Stock in any tender or exchange offer that is a step in such Transaction). In any such case, if necessary, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions set forth in this Section 8 with respect to rights and interests thereafter of the holders of shares of Series B Preferred Stock to the end that the provisions set forth herein for the protection of the conversion rights of the Series B Preferred Stock shall thereafter be applicable, as nearly as reasonably may be, to any such other shares of stock and other securities and property deliverable upon conversion of the shares of Series B Preferred Stock remaining outstanding (with such adjustments in the conversion price and number of shares issuable upon conversion and such other adjustments in the provisions hereof as the Board of Directors shall determine to be appropriate). In case securities or property other than Common Stock shall be issuable or deliverable upon conversion as aforesaid, then all references in this Section 8 shall be deemed to apply, so far as appropriate and as nearly as may be, to such other securities or property. (ii) Notwithstanding anything contained herein to the contrary, the Corporation will not effect any Transaction unless, prior to the consummation thereof, the Surviving Person (as defined in Section 14) thereof shall assume, by written instrument mailed to each record holder of shares of Series B Preferred Stock, at such holder's address as it appears on the transfer books of the Corporation, the obligation to deliver to such holder such cash and such securities to which, in accordance with the foregoing provisions, such holder is entitled. Nothing contained in this paragraph (c) shall limit the rights of holders of the Series B Preferred Stock to convert the Series B Preferred Stock in connection with the Transaction. (d) The holder of any shares of Series B Preferred Stock may exercise its right to convert such shares into shares of Common Stock by surrendering for such purpose to the Corporation, at its principal office or at such other office or agency maintained by the Corporation for that purpose, a certificate or certificates representing the shares of Series B Preferred Stock to be converted duly endorsed to the Corporation in blank accompanied by a written notice stating that such holder elects to convert all or a specified whole number of such shares in accordance with the provisions of this Section 8. The Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series B Preferred Stock pursuant hereto. As promptly as practicable, and in any event within three Business Days after the surrender of such certificate or certificates and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Corporation that such taxes have been paid), the Corporation shall deliver or cause to be delivered (i) certificates registered in the name of such holder representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which the holder of shares of Series B Preferred Stock so converted shall be entitled and (ii) if less than the full number of shares of Series B Preferred Stock evidenced by the surrendered certificate or certificates are being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares converted. Such conversion shall be deemed to have been made at the close of business on the date of receipt of such notice and of such surrender of the certificate or certificates representing the shares of Series B Preferred Stock to be converted so that the rights of the holder thereof as to the shares being converted shall cease except for the right to receive shares of Common Stock and any declared but unpaid dividends in accordance herewith, and the person entitled to receive the shares of Common Stock shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (e) Notwithstanding any other Personprovisions of this Certificate of Designation, shares of Series B Preferred Stock may be converted at any time and, if subject to exchange, up to the close of business on the last Business Day immediately preceding the date fixed for such exchange of such shares. (f) In connection with the conversion of any shares of Series B Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Current Market Price per share of Common Stock on the day on which such shares of Series B Preferred Stock are deemed to have been converted. (g) In case at any time or from time to time the Corporation shall pay any dividend or make any other distribution to the holders of its Common Stock, or shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Corporation or consolidation or merger of another Person the Corporation with or into another corporation, or any sale or conveyance to another corporation of the Company (other than property of the Corporation as an entirety or substantially as an entirety, or there shall be a merger that does not result voluntary or involuntary dissolution, liquidation or winding up of the Corporation, then, in any one or more of said cases the Corporation shall give at least twenty (20) days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holders of the Series B Preferred Stock at the addresses of each as shown on the books of the Corporation of the date on which (i) the books of the corporation shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, conversionconsolidation, exchange or cancellation of outstanding shares of Common Stock) or any conveyancemerger, sale or transfer of all conveyance, dissolution, liquidation or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assetswinding up shall take place, as the case may be, provided that in the case of any Transaction to which paragraph (c) applies the Corporation shall notify the Trustee and the Holders give at least ten thirty (1030) days days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock and of the Series B Preferred Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to the record date exchange their Common Stock or Series B Preferred Stock for securities or other property deliverable upon such transactionreorganization, reclassification, consolidation, merger, sale or conveyance, or if there is no record dateparticipate in such dissolution, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, liquidation or such successor, purchasing or transferee corporationwinding up, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of . (h) Whenever the number of shares of Common Stock into which such Notes might have been converted immediately prior each share of Series B Preferred Stock is convertible (or the number of votes to such consolidationwhich each share of Series B Preferred Stock is entitled) is adjusted as provided in Section 8 hereof, merger, conveyance, sale or transfer. Such supplemental indenture the Corporation shall provide for adjustments promptly mail to the holders of record of the Conversion Rate and Conversion Price which outstanding shares of Series B Preferred Stock at their respective addresses as the same shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, appear in the case of any such consolidation, merger, conveyance, sale or transfer, Corporation's stock records a notice stating that the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances number of shares of Common Stock in excess of that number of shares in accordance with, and to into which the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Series B Preferred Stock upon such conversion of are convertible has been adjusted and setting forth the Notes in excess of such new number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess (or describing the new stock, securities, cash or other property) into which each share of Series B Preferred Stock is convertible, as a result of such numberadjustment, to a brief statement of the extent required by facts requiring such adjustment and the Nasdaq Stock Market rulescomputation thereof, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon and when such conversions and payments of make-whole premiumsadjustment became effective.

Conversion. Subject to and upon compliance with Upon the provisions of Article 4 closing of the IndentureMerger (as referred to in the Note Agreement), at the option all of Shockwave's indebtedness under this Note shall become convertible into equity securities of the Holder thereofsurviving corporation, any portion of Shockwave (the principal amount "SERIES NEXT PREFERRED STOCK"), issued in Shockwave's next private equity financing (the "NEXT EQUITY FINANCING"), provided the Next Equity Financing closes prior to the Maturity Date of this Note. Upon the Next Equity Financing, Borrower's indebtedness under this Note that is an integral multiple of $1,000 may shall automatically be converted into that number of fully paid and non-assessable nonassessable shares of Common Shockwave's Series Next Preferred Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which that is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the dollar amount of all principal outstanding and interest payable on the next Interest Payment Date. The date on which a Holder accrued as of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion being converted into stock by Holder, divided by the price per share of Shockwave's Series Next Preferred Stock at which such Series Next Preferred Stock is or will be offered to other Series Next Preferred Stock investors (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after "CONVERSION PRICE"); provided, however, that the Conversion DatePrice will automatically, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause equitably and proportionally be adjusted to reflect any subdivision (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)stock split), the Company shall pay such Holder a make-whole premium within twenty combination (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interestreverse stock split), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to stock dividend or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such considerationother recapitalization affecting Shockwave's Series Next Preferred Stock. In the case event that the Merger Agreement (as referred to in the Note Agreement) is terminated according to its terms, all of Borrower's indebtedness under this Note shall automatically be converted into Borrower's Series D Preferred Stock based upon a fully diluted pre-money valuation of Borrower's equity of $75,000,000 (the "BORROWER CONVERSION PRICE"); provided, however, that the Conversion Price will automatically, equitably and proportionally be adjusted to reflect any consolidation subdivision (stock split), combination (reverse stock split), stock dividend or merger other recapitalization affecting Borrower's Series D Preferred Stock. Such Series D Preferred Stock received by Holder will have rights, privileges, preferences and restrictions no less favorable than Borrower's Series C Preferred Stock in existence on the date of the Company Note Agreement and any Series D Preferred Stock issued subsequent to that date, and will have a liquidation preference based upon the price per share of the Series D Preferred Stock. Borrower covenants and agrees with or into any other Person, any merger of another Person with or into the Company (other than a merger Holder that does Borrower will not result in any reclassificationway alter, conversionamend or modify any of the rights, exchange preferences, privileges or cancellation restrictions of outstanding Borrower's Series D Preferred Stock, or to issue, eliminate or reduce the number of authorized shares of Common Borrower's Series D Preferred Stock) . Upon the conversion of Borrower's outstanding indebtedness hereunder pursuant to this Section, Borrower, at its expense, will as soon as practicable cause to be issued in the name of and delivered to Holder, a certificate or certificates for the number of fully paid and nonassessable shares of Borrower's Series D Preferred Stock to which Holder is entitled upon such conversion. Such certificates will include legends required federal and applicable state securities laws. No fractional shares will be issued upon any conversion of this Note or any conveyancepart hereof. If, sale upon any conversion of this Note, a fraction of a share would otherwise result, then Shockwave or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assetsBorrower, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior will pay Holder an amount of cash equal to the record date for fair market value of one share of the type and class of capital stock issuable to Holder upon such transaction, conversion (determined in accordance with the Conversion Price or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporationBorrower Conversion Price, as the case may be, as applicable at the time of such conversion), multiplied by the fraction of a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares share of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such which Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsentitled.

Conversion. Subject to and upon compliance with the provisions of Article 4 of the Indenture, unless ---------- previously redeemed, the Notes are convertible (in denominations of $1,000 principal amount at maturity or integral multiples thereof), at the option of the Holder holder thereof, any portion into Capital Stock of the principal amount Company at any time after 365 days following the Issue Date and prior to the maturity date. The number of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Capital Stock at of the Company ("Conversion RateShares") issuable upon conversion of the Notes is equal to the Accreted Value of the Notes being converted (on the date of conversion) divided by $25.00, determined subject to adjustment as provided in the IndentureIndenture (the "Conversion Ratio"). Except as described below, in effect at the time no adjustment will be made on conversion of conversion. The Holder may surrender any Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business interest accrued thereon or for dividends paid on the Business Day immediately preceding the final maturity date outstanding Capital Stock of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the IndentureCompany. If Notes not called for redemption are converted (including pursuant to the mandatory conversion feature described below) after a Holder receives shares record date for the payment of Common Stock upon conversion of a Noteinterest and prior to the next succeeding interest payment date, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder Notes must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay accompanied by funds equal to the interest payable on such succeeding interest payment date on the next Interest Payment Dateprincipal amount so converted. The date Company is not required to issue fractional shares upon conversion of Notes (including pursuant to the mandatory conversion feature described below) and, in lieu thereof, will pay a cash adjustment based upon the Closing Price on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) Neuer Markt of the Indenture shall be deemed to be Common Stock on the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and last Trading Day prior to the forty-fifth (45th) day following such effective date (orof conversion. In the case of Notes called for redemption, if earlier and to the extent applicable, conversion rights will expire at the close of business on the second Business Trading Day immediately next preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice))date fixed for redemption, unless the Company shall pay such Holder a make-whole premium within twenty (20) days after defaults in payment of the consummation of such Designated Eventredemption price. This make-whole premium will be equal to In addition, if the present value closing price on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price Neuer Markt of the Common Stock immediately following during any period described below has exceeded the announcement of price for such Fundamental Change is equal period referred to or greater than $7.04 and less than $21.12 below for at least 30 consecutive Trading Days ("Market Criteria," with the 30-day period being referred to as such prices may be adjusted for stock splits, stock dividendsthe "Market Criteria Period"), and similar events pursuant the Conversion Shelf Registration Statement described in paragraph 2 hereof is effective and available, all of the Notes will be automatically converted into that number of Conversion Shares derived by application of the Conversion Ratio; provided, however, that if the Market Criteria is satisfied during the first year after the Closing Date, the conversion will not occur until the one-year anniversary of the Closing Date and will occur only if the closing price on the Neuer Markt of the Common Stock is at least (Euro)32.00 on such date: Closing ------- 12 Months Beginning Price ------------------- ----- August 15, 1999 (Euro)32.00 August 15, 2000 (Euro)38.46 August 15, 2001 (Euro)44.92 August 15, 2002 (Euro)51.37 August 15, 2003 (Euro)57.83 The denominator of the Conversion Ratio is subject to the terms adjustment as provided in Section 10.5 of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiums.

Conversion. Subject to and upon compliance with the provisions A Holder of Article 4 of the Indenture, at the option of the Holder thereof, any portion of a Security may convert the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at such Security (or any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof. In order ) into Shares at any time on or after the opening of business on the 120th day after the Issue Date and on or prior to exercise the close of business on the seventh Business Day prior to the Stated Maturity Date of the Securities, at the Conversion Ratio then in effect; provided, however, that if such Security is (i) called for redemption pursuant to Article 11, such conversion right shall terminate at the close of business on the seventh Business Day preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right: right shall terminate at the close of business on the date such Event of Default is cured and such Security is redeemed) or (1ii) submitted or presented for purchase pursuant to Article 13, such conversion right shall terminate at the close of business on the Change of Control Purchase Date for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Guarantor shall default in making the Change of Control Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such Event of Default is cured and such Security is purchased). The initial Conversion Ratio (the "Conversion Ratio") is [ ], subject to adjustment as provided in this Article 18 of the Indenture. Each Holder's right to convert Securities into Shares is subject to the Guarantor's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence, in lieu of delivering such Shares (a "Cash Alternative"). The amount of cash to be paid, if the Guarantor elects a Cash Alternative, for each $1,000 in principal amount of a Security upon conversion, shall be equal to the Current Market Price of an ADS on the ninth Trading Day following the Conversion Date, multiplied by the Conversion Ratio in effect on such Trading Day (a "Cash Alternative Payment"). Such payment shall be effected not later than ten Trading Days following the relevant Conversion Date. Except as otherwise provided in Section 18.1 of the Indenture, the Guarantor may not revoke such election once such notification has been provided. The Guarantor shall not pay a Cash Alternative upon the conversion of any Security pursuant to the terms of Section 18.1 of the Indenture (other than cash in lieu of fractional shares pursuant to Section 18.3), if there has occurred (prior to, on or after, as the case may be, the Conversion Date or the date on which the Guarantor delivers its notice electing to pay a Cash Alternative) and is continuing an Event of Default (other than a default in the payment of such Cash Alternative on such Securities); provided, however, that this sentence shall not apply in the event that an Event of Default occurs after such Cash Alternative is paid. The Guarantor shall not deliver a notice electing to, and shall not, directly or indirectly, pay a Cash Alternative at any time any Existing EPIL Indebtedness is outstanding. A Security in respect of which a Holder has delivered a Change of Control Purchase Notice pursuant to Section 13.1(c) of the Indenture exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Change of Control Purchase Notice is withdrawn in accordance with the terms of the Indenture. A Holder of Securities is not entitled to any rights of a holder of Shares until such Holder has converted its Securities into Shares, and only to the extent such Securities are deemed to have been converted into Shares pursuant to this Article 18 of the Indenture. If the Guarantor is party to a consolidation, merger or binding share exchange or a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Guarantor which is otherwise permitted under the terms of the Indenture, pursuant to which the Ordinary Shares are converted into the right to receive other securities, cash or other assets, then, subject to the second proviso of this paragraph, the right to convert a Security into Shares will be transformed into a right to convert such Security for the kind and amount of securities, cash or other assets which the Holder would have received if the Holder had converted such Security immediately prior to such consolidation, merger, exchange or transfer; provided that, if such consolidation, merger, exchange or transfer constitutes a Change of Control pursuant to which, during the 90 days following such Change of Control, the Conversion Ratio is determined as provided in Section 18.10 of the Indenture, the Holder, in connection with any conversion occurring during such 90 day period, shall be deemed to have converted such Holder's Securities at the Conversion Ratio determined in accordance with Section 18.10 of the Indenture; provided, further, that, if any part of the Total Consideration paid to the holders of Ordinary Shares in connection with any Change of Control consists of Listed Equity Securities, the right to convert a Security into Shares will, from and after the 91st day after such Change of Control, be transformed into a right to convert such Security into a number of such Listed Equity Securities equal to the sum of (i) the number of Listed Equity Securities which the Holder would have received if the Holder had converted such Security immediately prior to such Change of any Definitive Note Control and (ii) a number of Listed Equity Securities having a Market Value on the date of such Change of Control equal to be the fair market value of the Total Consideration (excluding Listed Equity Securities referred to in clause (i) of this sentence) which the Holder would have received if the Holder had converted such Security immediately prior to such Change of Control. To convert a Security, a Holder must (i) complete and manually sign a the conversion notice of conversion substantially in the form set forth on the reverse of this Note (the “below and deliver such notice to a Conversion Notice”)Agent, (ii) deliver surrender the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) Security to the a Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) pay any tax required pursuant to Section 18.4 of the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion AgentIndenture. In the case of either (1) or (2)Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Holder of a Definitive Note or holder of beneficial interests Applicable Procedures as in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant effect from time to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Datetime. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of Securities so surrendered for conversion (in whole or in part) during the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, period from the close of business on any Regular Record Date to the second Business Day immediately preceding opening of business on the Designated Event Repurchase next succeeding Interest Payment Date (as specified in the Designated Event Notice)), the Company shall pay such Holder excluding Securities or portions thereof called for redemption or presented for purchase on a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Redemption Date or Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assetsControl Purchase Date, as the case may be, shall notify during the Trustee period beginning at the close of business on a Regular Record Date and ending at the Holders at least ten (10) days prior to opening of business on the record date for such transactionfirst Business Day after the next succeeding Interest Payment Date, or if there such interest payment date is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as not a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transferBusiness Day, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in second such consolidation, merger, conveyance or sale, then such supplemental indenture Business Day) shall also be executed accompanied by such other Person and shall contain such additional provisions payment in funds acceptable to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that interest payable on such Holder would otherwise be entitled to receive in excess Interest Payment Date on the principal amount of such number. If Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the Company obtains stockholder approval for issuances of shares of Common Stock in excess conversion of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsSecurity.

Conversion. Subject to (a) (i) At any time, until this Debenture is no longer outstanding, this Debenture, including interest and upon compliance with the provisions principal, shall be convertible into shares of Article 4 Common Stock at a price of Fifty Percent (50%) of the Indentureaverage closing bid price, determined on the then current trading market for the Common Stock, for the ten Business Days prior to the Conversion Date, (the “Set Price”), at the option of the Holder, in whole or in part, at any time and from time to time. The Holder thereofshall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (a “Notice of Conversion”), specifying the date on which such conversion is to be effected (a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be five Business Days following the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, the Holder shall be required to physically surrender this Debenture to the Company or a notarized affidavit of lost debenture regarding this Debenture. The Company shall deliver any objection to any Notice of Conversion within two Business Days of receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. If the Company does not issue the shares of Common Stock underlying this Debenture after receipt of a Notice of Conversion within five (5) Business days following the period allowed for any objection, the Company shall be responsible for any differential in the value of the converted shares of Common Stock underlying this Debenture between the value of the closing price on the date which is ten Business Days after the Conversion Date and the date the shares of Common Stock are delivered. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Note that is an integral multiple of $1,000 Debenture may be converted into fully paid and non-assessable shares of Common Stock at less than the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business amount stated on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsface hereof.

Conversion. Subject Holders may surrender Securities for conversion into shares of CD Common Stock on any Conversion Date in a Conversion Period if the Sale Price (as defined in the Indenture) of the CD Common Stock for at least 20 trading days in the 30 trading day period ending on the first day of such Conversion Period is more than 110% of the accreted conversion price of a Security with a $1,000 Principal Amount at Maturity on such thirtieth day. The accreted conversion price is equal to and upon compliance the Issue Price plus accrued Original Issue Discount of such Security, with the provisions sum thereof divided by the applicable Conversion Rate. A "Conversion Period" will be the period from and including the thirtieth trading day in a fiscal quarter to but not including the thirtieth trading day in the immediately following fiscal quarter. A Holder may also surrender for conversion a Security or portion of Article 4 a Security which has been called for redemption pursuant to paragraph 5 hereof, even if the foregoing provision has not been satisfied, and such Securities may be surrendered for conversion until the close of business on the day that is two Business Days prior to the Redemption Date. In the event that the Company declares a dividend or distribution described in Section 10.7 of the Indenture, at the option or a dividend or a distribution described in Section 10.8 of the Holder thereofIndenture where the fair market value of such dividend or distribution per share of CD Common Stock, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, as determined as provided in the Indenture, in effect at exceeds 10% of the time Sale Price of conversion. The Holder a share of CD Common Stock as of the Business Day prior to the date of declaration, the Securities may surrender Notes be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall be not less than 20 days prior to the Ex-Dividend Time for such dividend or distribution and Securities may be surrendered for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date thereafter until the close of business on the Business Day immediately preceding prior to the final maturity Ex-Dividend Time or until the Company announces that such distribution will not take place. In addition, a Holder may surrender for conversion a Security or portion of a Security during such period, if any, as (i) the credit rating assigned to the Securities by both ▇▇▇▇▇'▇ Investor Services and Standard & Poor's Rating Group is below Baa3 and BBB-, respectively, (ii) the credit rating assigned to the Securities by both such rating agencies is suspended or withdrawn or (iii) neither such rating agency is then rating the Securities. Finally, in the event the Company is a party to a consolidation, merger or binding share exchange pursuant to which the shares of CD Common Stock would be converted into cash, securities or other property as set forth in Section 10.14 of the Indenture, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date the Company announces as the anticipated effective time until 15 days after the actual date of the Notessuch transaction. Upon surrendering any Note for conversion, the Holder of such Note shall receive, A Security in respect of each $1,000 principal amount which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of Notes: such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 33.40 shares of CD Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”)Principal Amount at Maturity, which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as in certain events described in the Indenture. If A Holder which surrenders Securities for conversion will receive cash or a Holder receives shares check in lieu of any fractional share of CD Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchangedStock. To convert surrender a NoteSecurity for conversion, a Holder must comply with (1) complete and manually sign the procedures for conversion set out in Section 4.03 notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the IndentureConversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of a Note equal to Security if the Principal Amount at Maturity of such portion is $1,000 or any an integral multiple thereofof $1,000. In order to exercise No payment or adjustment will be made for dividends on the conversion right: (1) the Holder shares of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially CD Common Stock except as provided in the form set forth on Indenture. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the reverse of this Note (period from the “Conversion Notice”), (ii) deliver Issue Date through the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) Date with respect to the Conversion Agent and the Companyconverted Security shall not be cancelled, and (iii) if requiredextinguished or forfeited, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture but rather shall be deemed to be paid in full to the date of conversion (Holder thereof through the “Conversion Date”) for purposes of Article 4 delivery of the Indenture. On CD Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and after the fair market value of such shares of CD Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the conversion by such Holder or holderbalance, as set forth in the Conversion Noticeif any, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation fair market value of such Designated Event. This make-whole premium will CD Common Stock (and any such cash payment) shall be equal to treated as issued in exchange for the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Issue Price of the Common Stock immediately following Security being converted pursuant to the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may provisions hereof. The Conversion Rate will be adjusted for stock splitsdividends or distributions on CD Common Stock payable in CD Common Stock or other Capital Stock; subdivisions, stock dividends, and similar events pursuant combinations or certain reclassifications of CD Common Stock; distributions to all holders of CD Common Stock of certain rights to purchase CD Common Stock for a period expiring within 60 days at less than the terms of the Indenture). Such payment shall be payable, Average Sale Price at the Company’s option, in (1) cash, (2) shares Time of Common Stock at a 5.0% discount Determination; and distributions to the Current Market Price; provided that the issuance such holders of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, assets or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger debt securities of the Company with or into any other Person, any merger certain rights to purchase securities of another Person with or into the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Holders of the Securities may participate in the transaction without conversion or in certain other than cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger that does not result in any reclassification, conversion, or binding share exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into shares of CD Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsanother person.

Conversion. Subject The Holders of Trust Securities, subject to and upon compliance with the provisions of Article 4 limitations set forth in this Section, shall have the right, at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the Indentureconverting Holders, at into shares of Common Stock in the option of manner described herein on and subject to the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may following terms and conditions: (i) The Trust Securities will be converted convertible into fully paid and non-assessable nonassessable shares of Common Stock at pursuant to the Holder's direction to the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes Agent to exchange such Trust Securities for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date a portion of the Notes. Upon surrendering any Note for conversion, Debentures having a principal amount equal to the Holder aggregate Liquidation Amount of such Note shall receiveTrust Securities, in respect of each $1,000 principal and immediately convert such amount of Notes: Debentures into fully paid and nonassessable shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives ________ shares of Common Stock upon for each Trust Security (which is equivalent to a conversion price of a Noteapproximately $ _____ per $10 principal amount of Debentures), such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior subject to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 all of the Indenture. A Holder may convert a portion adjustments with respect to the conversion price of a Note equal to $1,000 or any integral multiple thereof. the Debentures, as set forth in the Indenture (as so adjusted, "Conversion Price"). (ii) In order to exercise the conversion right: (1) convert Trust Securities into Common Stock, the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) such Trust Securities shall submit to the Conversion Agent and an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together with such certificates. The Notice of Conversion shall (i) set forth the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder number of beneficial interests in any Global Note Trust Securities to be converted must comply with and the Applicable Procedures name or names, if other than the Holder, in which the shares of Common Stock should be issued and (ii) direct the Conversion Agent (a) to cause exchange such Trust Securities for a portion of the beneficial interests Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Global Note Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to be delivered exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon receipt of such written notice, deliver to the Conversion AgentAgent the appropriate principal amount of Debentures for exchange in accordance with this Section. In The Conversion Agent shall thereupon notify the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) Depositor of the IndentureHolder's election to convert such Debentures into shares of Common Stock. Holders of Trust Securities at the close of business on a Distribution payment record date will be entitled to receive the Distribution paid on such Trust Securities on the corresponding Distribution Date notwithstanding the conversion of such Trust Securities on or following such record date but prior to such Distribution Date. Except as provided above, pay funds equal neither the Trust nor the Depositor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or not in arrears accrued on the Trust Securities surrendered for conversion, or on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities submitted for conversion prior to the interest payable on the next Interest Payment Date. The date on which a Holder expiration of a Definitive Note or holder of a beneficial interest conversion rights as provided in a Global Note completes the requirements of Section 4.03(a4.3(iii) of the Indenture shall be deemed to have been converted immediately prior to the close of business on the day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indentureconversion. On and As promptly as practicable on or after the Conversion Date, the conversion by such Holder or holder, as set forth in Depositor shall issue and deliver at the Conversion Notice, shall become irrevocable. In case office of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any Holder’s Conversion Notice on or subsequent fraction of any share to the effective date Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such Fundamental Change certificate or certificates to such Person or Persons. (iii) The conversion rights of holders of the Debentures and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, corresponding conversion rights of Holders of Trust Securities shall expire at the close of business on the second Business Day immediately preceding date set for redemption of the Designated Event Repurchase Date Trust Securities upon the mandatory or optional redemption of the Debentures. (iv) Each Holder of a Trust Security by its acceptance thereof initially appoints the Property Trustee, not in its individual capacity but solely as specified conversion agent, (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the Designated Event Notice))conversion and transactions described in this Section, the Company Conversion Agent shall pay be acting as agent of the Holders of Trust Securities directing it to effect such Holder a make-whole premium within twenty conversion transactions. The Conversion Agent is hereby authorized (20i) days after to exchange Trust Securities from time to time for Debentures held by the consummation Trust in connection with the conversion of such Designated Event. This make-whole premium will be equal Trust Securities in accordance with this Section and (ii) to the present value on the effective date of such Fundamental Change of convert all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using or a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price portion of the Debentures into Common Stock immediately following the announcement of and thereupon to deliver such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment accordance with the provisions of this make-whole premium will be subject Section and to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Property Trustee a supplemental indenture providing that any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Holder of each Note then outstanding shall have Conversion Agent by the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of Debenture Trustee. (v) No fractional shares of Common Stock into which will be issued as a result of conversion, but, in lieu thereof, such Notes might have been converted immediately prior fractional interest will be paid in cash by the Depositor to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash Agent in an amount equal to the Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in lieu turn make such payment to the Holder or Holders of each share that such Holder would Trust Securities so converted. (vi) Nothing in this Section 4.3 shall limit the requirement of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Trust Agreement or otherwise be entitled required of the Property Trustee or the Trust to receive in excess pay any amounts on account of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumswithholdings.

Conversion. (a) The conversion price for each share of the Series E Preferred Stock shall equal $2.13 and shall be subject to adjustment as set forth in Section 8 below (the “Conversion Price”). Subject to and upon compliance obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each share of Series E Preferred Stock shall be convertible in accordance with the provisions terms of Article 4 of the Indenturethis Section 8, at any time and from time to time from and after February 28, 2019 at the option of the Holder holder thereof, any portion of the principal amount of this Note into that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into determined by dividing the Liquidation Preference of such share of Series E Preferred Stock, plus the aggregate accrued or accumulated and unpaid dividends thereon through the Conversion Date (as defined below), by the Conversion Price in effect on the Conversion Date. A holder of the Series E Preferred Stock shall effect any such conversion by providing the Corporation with a written conversion notice (each, a “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Series E Preferred Stock to be converted, the number of shares of Series E Preferred Stock owned prior to the conversion at issue, the number of shares of Series E Preferred Stock owned subsequent to the conversion at issue and the date on which such Notes might have conversion is to be effective (such effective date, the “Conversion Date”); provided, however, that the Conversion Date may not be less than 30 days after the date on which the Notice of Conversion is delivered to the Corporation. If a Conversion Date is not specified, or is less than 30 calendar days after delivery of the Notice of Conversion, the Notice of Conversion shall be effective on the 30th day (or if such day is not a Business Day, the next Business Day) following delivery of the Notice of Conversion. (b) Upon receipt of a Notice of Conversion, the Corporation shall promptly notify all other holders of Series E Preferred Stock, if any (each, a “Non-converting Holder”), that a Notice of Conversion has been converted immediately delivered and provide each Non-converting Holder with a copy of such Notice of Conversion. The Board shall deliver a waiver of the Ownership Limit to a Non-converting Holder pursuant to Article IX(A)(7) of the Articles prior to the Conversion Date if (i) such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments Non-converting Holder provides the Board the representations and undertakings specified in Article IX(A)(7) of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable Articles prior to the adjustments Conversion Date and (ii) the Board has received the opinion of counsel specified in Article IX(A)(7) of the Articles prior to the Conversion Rate Date (which the Corporation shall use commercially reasonable efforts to obtain, at the Corporation’s expense). In the event a Non-converting Holder fails to provide such representations and Conversion Price provided for in Article 4 undertakings, or the Corporation is unable to obtain such opinion of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfercounsel notwithstanding commercially reasonable efforts to do so, the securities, cash and other property receivable thereupon by a holder minimum number of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed Series E Preferred Stock held by such other Person and Non-converting Holder necessary to cause such Non-converting Holder to satisfy the Ownership Limit shall contain automatically without any further action by such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note Non-converting Holder or the Indenture, in no event will Corporation convert (along with the Company issue more than aggregate accrued or accumulated and unpaid dividends thereon) into an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances number of shares of Common Stock in excess (including any fraction of that number of shares a share) determined in accordance withwith this Section 8 on the Conversion Date, and to concurrently with the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes shares specified in excess the Notice of such number Conversion. (c) At the first annual meeting of shareholders following the issuance of the Series E Preferred Stock, the Corporation shall instead be entitled seek (and use commercially reasonable efforts to receive cash in obtain) shareholder approval of an amount equal amendment to the Current Market Price Articles that, in lieu connection with any conversion of each share the Series E Preferred Stock, eliminates the requirement that the Board obtain such Holder would otherwise be entitled representations and undertakings from a Person as are reasonably necessary to receive in excess of such number. If the Company obtains stockholder approval for issuances ascertain that no individual’s Beneficial Ownership or Constructive Ownership of shares of Common the Series E Preferred Stock will violate the Ownership Limit, so long as the Board is able to obtain the opinion of counsel specified in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiums.Article IX(A)(7)

Conversion. Subject to and upon compliance with the provisions of Article 4 Each of the IndentureParties agrees that, at the option of the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder absence of any Definitive Note to be converted must Event of Default (i) complete and manually sign a notice of conversion substantially in or following the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent waiver of any Holder’s Conversion Notice on or subsequent to the effective date Event of such Fundamental Change Default by Investor) and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicableMaturity Date, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after First Principal Amount will automatically convert upon the consummation of Business Combination into the First CM Seven Star Unit Amount. Within five (5) Business Days of such Designated Event. This make-whole premium will be equal consummation, CM Seven Star shall issue to the present value on Investor the effective date First CM Seven Star Unit Amount, as adjusted for any share split, share dividend, share combination or consolidation, recapitalization, reclassification or other similar event in relation to the share capital of such Fundamental Change CM Seven Star. Each of all required interest payments on the Notes as if paid Parties agrees that, in cash from the effective date absence of such Fundamental Change through November 15, 2010 any Event of Default (including or following the waiver of any accrued but unpaid interestEvent of Default by Investor), computed using a discount rate equal if the Second Principal Amount is funded to Kaixin following the completion of the Business Combination, the Second Principal Amount will automatically convert into the Second CM Seven Star Unit Amount. Within five (5) Business Days of the deposit of the Second Principal Amount with Kaixin, CM Seven Star shall issue to the Reinvestment Yield Investor the Second CM Seven Star Unit Amount, as adjusted for any share split, share dividend, share combination or consolidation, recapitalization, reclassification or other similar event in relation to the share capital of CM Seven Star. For the avoidance of doubt, after any conversion pursuant to this Clause 4, all right and title to the amount deposited with Kaixin under the Convertible Loan shall become that of Kaixin as consideration for the CM Seven Star Units. Upon the completion of the Business Combination, CM Seven Star shall enter into a customary Registration Rights Agreement (the “Designated Event Make-Whole AmountRegistration Rights Agreement”). Holders ) with the Investor, pursuant to which CM Seven Star will only be eligible grant to receive Investor the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splitsright, stock dividends, and similar events pursuant subject to the terms and conditions of such Registration Rights Agreement, to cause CM Seven Star to prepare and file with the Indenture)Commission a registration statement with respect to the CM Seven Star Shares underlying the CM Seven Star Units and use its reasonable best efforts to cause such registration statement to become effective. Such payment CM Seven Star further confirms that, in connection with a demand registration pursuant to such Registration Rights Agreement, all reasonable fees, costs and expenses of and incidental to such registration, inclusion and public offering in connection therewith shall be payableborne by CM Seven Star, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person applicable underwriting discounts and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes commissions and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumstransfer taxes.

Conversion. Subject to (a) At the Holder’s option any and upon compliance with all portions of this Debenture and any and all accrued and unpaid Interest may be converted into the provisions of Article 4 common stock of the IndentureCompany, $0.0001 par value per share, and any securities into which such common stock may hereafter be reclassified (“Common Stock”). The Holder shall deliver to Company notice of such conversion (“Conversion Notice”) at any time prior to or on the option Maturity Date. (b) The Debenture shall be convertible into such number of Common Stock (the Holder thereof, any portion of “Debenture Shares”) as will be determined by dividing the principal amount of this Note that is an integral multiple the Debenture, and all accrued Interest, if any, by the Per Share Conversion Price. The Per Share Conversion Price equals One Dollar ten cents ($1.10), subject to the adjustment for any reverse or forward stock splits, stock dividends, stock combinations and other similar transactions of $1,000 may be converted into fully paid and non-assessable shares of the Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder that may surrender Notes for conversion at the applicable Conversion Rate at any time occur after the Exchange Offer Completion Date until date of this Agreement. (c) The Company agrees that such D▇▇▇▇▇▇▇▇ Shares shall be deemed to be issued to the Holder as the record holder of such shares as of the close of business on the Business Day immediately preceding the final maturity date of the NotesHolder’s issuance of the Conversion Notice (the “Conversion Notice Date”). Upon surrendering any Note A stock certificate for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to shall be delivered to the Holder within ten (10) trading days following the Conversion AgentNotice Date. In No adjustments shall be made to the case number of either (1) shares issuable upon conversion of this Debenture for any cash dividends paid or (2), payable to holders of record of Common Stock prior to the date as of which the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date record holder of conversion such Debenture Shares. (d) The Company hereby agrees that the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, shall have certain registration rights as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsSettlement Agreement.

Conversion. Subject (a) The Holder agrees, on or prior to and upon compliance June 30, 2013 (the “Termination Date”), subject to the conditions set forth herein, to convert the Holder’s Conversion Amount into the number of Shares set forth on Schedule A, in accordance with the provisions of Article 4 terms and conditions of the IndentureNote issued in the name of the Holder. Provided that the Conversion Notice (as defined in the Note) is received on or prior to the Termination Date, at the option of the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date Closing (as specified in the Designated Event Notice)defined below), the Company shall pay such Holder issue a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal Warrant to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided purchase that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into (the “Warrant Shares”) equal to 75% of the number of Shares issued to the Holder in connection with the Conversion, as set forth beside the Holder’s name on Schedule A. The Shares and Warrant are collectively referred to herein as the “Securities.” (b) The consummation of the transactions contemplated by this Agreement shall take place at a closing (the "Closing") on the date on which such the last of the conditions set forth in Section 4 below are fulfilled, but in all cases on or before June 30, 2013. If the Closing does not occur on or before the Termination Date, the Holder shall retain all rights to convert the Holder’s Notes might pursuant to the terms of conditions of the Notes, but this Agreement shall have been converted immediately no further force and effect and the Holder shall have no right to receive the Warrant or the Warrant Shares. Upon the Holder’s execution of this Agreement prior to such consolidationthe Termination Date, merger, conveyance, sale or transfer. Such supplemental indenture the Holder shall provide deliver the Conversion Notice and its Note for adjustments cancellation and within five business days of receipt of the Conversion Rate Notice and Note for cancellation, the Company shall deliver to the Holder (i) certificates representing the Shares to which the Holder is entitled as a result of such Conversion Price and (ii) the Warrant representing the Warrant Shares to which the Holder is entitled as a result of such Conversion. From and after the delivery of the Securities, the Notes shall be as nearly equivalent as may be practicable to cancelled. After the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transferClosing, the securitiesCompany shall have no further obligation to pay either cash or Common Stock, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successorShares and, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests upon exercise of the Holders as Warrant, the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding Warrants Shares, for principal, interest or any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of fees due under the Notes to the Holder. If a Holder has lost its Notes and in payment is unable to deliver its Notes, it shall immediately submit an affidavit of any make-whole premium obligations unless loss and indemnity agreement so that the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares Notes may be replaced and deemed cancelled in accordance with, and to with the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of terms hereof (each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsa “Lost Note Affidavit”).

Conversion. (a) Subject to and upon compliance with the provisions of Article 4 VII of the Third Supplemental Indenture, the Debentures are convertible, at the option of the Holder, at any time on and after the occurrence of any of the events described in paragraph (b) below, and before 5:00 pm, New York, New York time, on the Business Day immediately preceding the date of repayment of such Debentures, whether at Stated Maturity or upon redemption, into fully paid and nonassessable shares of Common Stock at an initial Conversion Ratio of 1.2248 shares of Common Stock for each $50 in aggregate principal amount of Debentures, subject to adjustment as described in such Article VII. A Holder thereof, may convert any portion of the principal amount of this Note that is an integral multiple such Holder’s Debentures into (x) a cash amount equal to the lesser of $1,000 may (i) the aggregate principal amount of the Debentures to be converted into or (ii) the Applicable Stock Price multiplied by the Conversion Ratio (multiplied by the aggregate principal amount of Debentures to be converted divided by 50) and (y) if the product of the Applicable Stock Price and the Conversion Ratio (multiplied by the aggregate principal amount of Debentures to be converted divided by 50) exceeds the aggregate principal amount of Debentures to be converted, that number of fully paid and non-assessable nonassessable shares of Common Stock at (calculated as to each conversion to the Conversion Rate, determined as provided in nearest 1/100th of a share) equal to (i) the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 aggregate principal amount of Notes: Debentures to be converted divided by $50 and multiplied by (ii) (A) the Conversion Ratio minus (B) $50 divided by the Applicable Stock Price. Settlement in cash and, if applicable, shares of Common Stock at an initial will occur on the second Trading Day following the final trading day of the Cash Settlement Averaging Period. Such day will be the 22nd Trading Day following the Property Trustee’s receipt of a Holder’s conversion rate notice submitted by the holder of 160.772 shares per $1,000 principal amount Trust PIERS (assuming such holder has satisfied all conversion requirements, including the valid delivery of Notes (the “Conversion Rate”conversion notice), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must unless (i) complete and manually sign the conversion is in connection with a notice of conversion substantially redemption, in which case the form set forth on settlement day will be the reverse of this Note (the “Conversion Notice”), redemption date or (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the such holder of beneficial interests Trust PIERS submits a conversion notice during the period beginning 25 Trading Days preceding the maturity date and ending one Trading Day preceding the maturity date, in which case the settlement day will be the maturity date. (b) A Holder’s right to convert its Debentures will arise only upon the occurrence of any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiums.following:

Conversion. Subject Lender and Borrower agree that, on and following the Conversion Trigger Date, Lender has the right to and upon compliance with the provisions of Article 4 of the Indenture, at the option of the Holder thereof, convert all or any portion of the Obligations (i.e., principal amount of all Credit Extensions and accrued and unpaid interest thereon under this Note that is an integral multiple of $1,000 may be converted Agreement) into fully paid and non-assessable shares of Common Series A Preferred Stock at of RMG Networks Holdings Corporation (“Series A Preferred Stock”) on the terms set forth in the Certificate of Designation set forth as Exhibit B hereto. The “Conversion Trigger Date” shall mean the earlier of (a) 150 days following the execution of the Merger Agreement or (b) the termination of the Merger Agreement pursuant to Sections 8.01(d) (failure to receive shareholder vote upon a final vote) or 8.01(e) (Company breach) thereof; provided that if the Borrower terminated the Merger Agreement under Section 8.01(h) of the Merger Agreement within the period referenced in clause (a) in order to enter into a definitive agreement with respect to a Superior Proposal (as defined in the Merger Agreement), the Conversion Rate, determined as provided in Trigger Date shall be the Indenture, in effect at the time later of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) 150 days following the Holder execution of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; Merger Agreement or (2) 100 days following the holder execution of beneficial interests in such definitive agreement with respect to a Superior Proposal. Notwithstanding anything to the contrary, Lender shall have no right to convert the Obligations into any Global Note to be converted must comply with shares of Series A Preferred Stock if (a) the Applicable Procedures to cause Penalty Loan Conditions are satisfied, (b) the beneficial interests in such Global Note to be delivered Borrower shall have consummated prior to the Conversion Agent. In the case of either Trigger Date an Unaffiliated Exit Event (1as defined in Exhibit B hereof) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company an acquisition agreement with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing Lender or transferee corporation, as its Affiliates and in which the case may be, public common stockholders of RMG Networks Holdings Corporation receive a fixed price in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock transaction in excess of that number $1.27 per share of shares common stock or (c) Lender fails to escrow funds with (or provide a letter of credit to) the Escrow Agent in accordance with, amount of $1,000,000 as required pursuant to Section 2.2(b) and Lender has not cured or rectified such failure (other than failing to perform by the initial required date) prior to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion termination of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsMerger Agreement.

Conversion. (a) Subject to and upon compliance with the provisions of Article 4 of the IndentureSection 11.02, at any time following the option of Reduction Cutoff Date, a Holder shall have the Holder thereof, right to convert all or any portion of the principal amount of this Note that (if such portion is $1,000 Original Principal Amount or an integral multiple of $1,000 may be converted into fully paid and non-assessable shares principal amount) of Common Stock at the Conversion Rateits Notes (“Early Conversion”), determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after and from time to time, on any Business Day, prior to the Exchange Offer Completion Date until earliest of (i) if applicable, the close of business on the fifth Business Day following the date of a Mandatory Conversion Notice delivered in accordance with Section 11.01(c), (ii) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether Redemption Date or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice))maturity date, the Company shall pay such Holder into a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance number of shares of Common Stock in payment per $1,000 Original Principal Amount of this make-whole premium will be subject Notes being converted equal to the Nasdaq Stock Market rules, which may require shareholder approval Conversion Rate then in certain circumstances, effect (3) the consideration received triggering such Designated Event, or (4) a combination plus cash in lieu of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding fractional shares of Common StockStock in accordance with Section 11.03). In addition, upon an Early Conversion, a Holder shall have the right to receive in cash, with respect to its Notes being converted, per $1,000 Original Principal Amount of Notes being converted, accrued and unpaid interest to the Early Conversion Date in accordance with Section 11.02(b). (b) or any conveyance, sale or transfer of all or substantially all of [Reserved] (c) Following the assets of the CompanyReduction Cutoff Date, the Company shall have the right to convert the Notes (“Mandatory Conversion”), in whole or in part, into a number of shares of Common Stock per $1,000 Original Principal Amount of Notes equal to the Person formed by such consolidation Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 11.03), if each of the following conditions are satisfied: (i) the Daily VWAP of the Common Stock (or resulting from such merger other security into which the Notes are convertible pursuant to Section 11.11) exceeds the Threshold Price in effect on each applicable Trading Day for at least 20 Trading Days (whether or which acquires such assetsnot consecutive) during any period of 30 consecutive Trading Days commencing after the Reduction Cutoff Date (the “VWAP Condition”) and (ii) the Company delivers to the Holders, as the case may be, shall notify the Trustee and the Conversion Agent (if other than the Trustee) a notice of the Company’s election of its right to convert the Notes no later than the open of business on the third Business Day immediately following the 20th Trading Day on which the Threshold Price was exceeded of any such 30 Trading Day period (a “Mandatory Conversion Notice”), which notice shall specify that the Mandatory Conversion shall occur on the sixth Business Day following the date of such notice (the “Mandatory Conversion Date”); provided that, the Company’s right to cause a Mandatory Conversion shall be suspended during the period beginning on the date a Change of Control Offer is made and continuing to, and including, the applicable Change of Control Settlement Date. Cash equal to accrued but unpaid interest with respect to the Notes being converted pursuant to any Mandatory Conversion to but excluding the applicable Mandatory Conversion Date shall also be payable on such Mandatory Conversion Date; provided, that if such Mandatory Conversion Date occurs during the period after the close of business on any Record Date and before the opening of business on the corresponding Interest Payment Date, interest with respect to the Notes converted will be payable on such Interest Payment Date to the Holders in whose names the Notes are registered at least ten the close of business on such Record Date. The Mandatory Conversion Notice shall state that the Company is exercising its right to cause a Mandatory Conversion, the Conversion Rate and Conversion Price in effect on the Mandatory Conversion Date. (10d) Notwithstanding the foregoing, a Reduction shall only occur, and the Company may only exercise its right to cause a Mandatory Conversion, if, as evidenced by an Officers’ Certificate delivered to the Trustee and the Conversion Agent (if other than the Trustee) on any Reduction Settlement Date and any Mandatory Conversion Date, as applicable, all of the conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, and including, the date of the Reduction Notice (with respect to any Reduction) and any Mandatory Conversion Notice, as applicable, and (y) ending on, and including, the corresponding Reduction Settlement Date (with respect to any Reduction) or Mandatory Conversion Date, as applicable (the “Equity Conditions Measuring Period”). The Equity Conditions are as follows: (i) either (1) all shares of Common Stock issuable upon conversion of the Notes and held by a non-Affiliate of the Company shall be eligible for sale without the need for registration under any applicable federal or state securities laws or (2) a shelf registration statement registering the resale of the shares of Common Stock issuable upon conversion of the Notes has been filed by the Company and been declared effective by the SEC or is automatically effective and is available for use, and the Company expects such shelf registration statement to remain effective and available for use from the applicable Reduction Date (with respect to any Reduction) or the Mandatory Conversion Date until thirty days following such date; (ii) the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) to be delivered on such conversion is listed or traded on The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, or any of their respective successors (each, an “Eligible Market”) and shall not then be suspended from trading on such Eligible Market; (iii) at or prior to any Mandatory Conversion Settlement Date, for any Notes validly surrendered for conversion with an Early Conversion Date prior to the record date for such transactionMandatory Conversion Date in accordance with the terms of this Indenture, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding Company shall have the right thereafter to convert Notes only into the kind delivered and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of paid the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments and the amount of cash due upon conversion of the Conversion Rate and Conversion Price which shall Notes to the Holders in accordance with Section 11.01(a); (iv) shares of Common Stock to be as nearly equivalent as issued upon conversion may be practicable issued in full without violating the rules or regulations of The New York Stock Exchange or any other applicable Eligible Market on which the Common Stock delivered upon conversion is then listed or trading; and (v) no Event of Default shall have occurred and be continuing. For the avoidance of doubt, the Company may exercise its right to cause more than one Mandatory Conversion so long as any Notes are outstanding so long as it complies with the adjustments other requirements of this Section 11.01(d). If the Company exercises its right to cause a Mandatory Conversion in part, the Conversion Rate Agent will select the Notes to be converted pro rata, by lot or by any other method the Conversion Agent in its sole discretion deems fair and Conversion Price provided for in Article 4 of the Indenture. Ifappropriate (or, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon Notes represented by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may beGlobal Notes, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders manner as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the IndentureDTC may require), in no event will the Company issue more than an aggregate denominations of 30,106,403 shares Original Principal Amount of Common Stock upon conversion of the Notes and in payment of $1,000 or any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock integral $1,000 multiple in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsthereof.

Conversion. Subject to and upon compliance with the provisions of Article 4 of the Indenture, at the option of the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The A Holder may surrender Notes for conversion at the applicable Conversion Rate convert his or her Security into cash and ADRs at any time after prior to the Exchange Offer Completion Date until close of business on May 15, 2008, or (x) if the Security is called for redemption by the Company, the Holder may convert it at any time before the close of business on the Business Day immediately preceding date that is five business days before the final maturity date of fixed for such redemption, or (y) if the Notes. Upon surrendering any Note for conversionSecurity is to be repurchased by the Company pursuant to PARAGRAPH 8 hereof, the Holder may convert it at any time before the Company receives the Option of such Note shall receive, in respect of Holder To Elect Purchase Notice. For each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal Securities, (i) the amount of Notes cash so payable upon conversion (the “Cash Conversion RateConsideration”), which is based ) shall be $405.74 and (ii) the number of ADRs issuable upon an conversion (the “conversion rate”) as of the effective date of the Supplemental Indenture shall equal the product of (x) 0.42355 and (y) the quotient (the “initial Conversion Price conversion rate”) obtained by dividing $1,000 by the initial conversion price of approximately $6.22 32.04 per share. The Cash Conversion Rate Consideration is payable without interest, the number of ADRs issuable upon conversion shall be rounded to the nearest 1/100th of an ADR, and the Company will deliver Cash in lieu of any fractional ADR. The Cash Conversion Consideration and the conversion rate take into account any adjustments (i) pursuant to the Merger and Conversion Price(ii) are subject occurring prior to the date hereof. On conversion no payment or adjustment as described in for any unpaid and accrued interest, or liquidated damages with respect to, the IndentureSecurities will be made. If a Holder receives shares surrenders a Security for conversion between the record date for the payment of Common Stock upon conversion of a Noteinterest and the next interest payment date, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adoptSecurity, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to when surrendered for conversion, must be accompanied by payment of an amount equal to the rights have expired, terminated or been exchangedinterest thereon which the registered Holder on such record date is to receive. To convert a Note, Security a Holder must comply (1) complete and sign the Conversion Notice, with appropriate signature guarantee, on the procedures for conversion set out in Section 4.03 back of the IndentureSecurity, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, (4) pay the amount of interest, if any, the Holder may be paid as provided in the last sentence of the above paragraph and (5) pay any transfer or similar tax if required. A Holder may convert a portion of a Note equal to Security if the portion is $1,000 principal amount or a whole multiple of $1,000 principal amount. Any ADRs issued upon conversion of a Security shall bear the Private Placement Legend until after the second anniversary of the later of the issue date for the Securities and the last date on which the Company or any integral multiple thereof. In order to exercise Affiliate of the conversion right: Company was the owner of such ADRs or the Security (1or any predecessor security) from which such ADRs were converted (or such shorter period of time as permitted by Rule 144(k) under the Holder Securities Act or any successor provision thereunder) (or such longer period of any Definitive Note to time as may be converted must (i) complete and manually sign a notice of conversion substantially required under the Securities Act or applicable state securities laws in the form set forth on the reverse Opinion of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and Counsel for the Company, unless otherwise agreed by the Company and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Noticethereof)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiums.

Conversion. Subject The mode of carrying the Merger into effect and the manner and basis of converting the shares of S▇▇▇▇▇ into shares of New Millennium are as follows: 9.1. The aggregate number of shares of S▇▇▇▇▇ Common Stock issued and outstanding on the Merger Date shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into an aggregate of 500,000 shares of New Millennium Common Stock adjusted by any increase for fractional shares and reduced by any Dissenting Shares (defined below). The New Millennium Common Stock to be issued hereunder ("the New Millennium Shares") will be issued pursuant to Rule 506 of the General Rules and upon compliance Regulations of the Securities and Exchange Commission, will be restricted as to transferability pursuant to Rule 144 thereof, and will bear substantially the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. 9.2. Upon completion of the Merger, there shall be 24,500,000 shares of New Millennium Common Stock issued and outstanding, subject to such adjustments, held as follows: 500,000 common shares held by G▇▇▇▇▇ ▇▇▇▇▇ and 24,000,000 common shares held by the other shareholders of New Millennium. The management of New Millennium will not consolidate, reverse split or rollback the common shares of New Millennium during the one-year period in which G▇▇▇▇▇ ▇▇▇▇▇ is restricted from selling the 500,000 shares of New Millennium stock. Such dilution would have an adverse effect on the amount and value of shares issued to G▇▇▇▇▇ ▇▇▇▇▇ by New Millennium. 9.3. All outstanding Common or Preferred Stock of S▇▇▇▇▇ and all warrants, options or other rights to its Common or Preferred Stock shall be retired and canceled as of the Merger Date. 9.4. Each share of S▇▇▇▇▇ Common Stock that is owned by S▇▇▇▇▇ as treasury stock shall, by virtue of the Merger and without any action on the part of S▇▇▇▇▇, be retired and canceled as of the Merger Date. 9.5. Each certificate evidencing ownership of shares of New Millennium Common Stock issued and outstanding on the Merger Date or held by New Millennium in its treasury shall continue to evidence ownership of the same number of shares of New Millennium Common Stock. 9.6. New Millennium Common Stock shall be issued to the holders of S▇▇▇▇▇ Common Stock in exchange for their shares on a prorata bases in accordance with each holder's relative ownership of the S▇▇▇▇▇ Common Stock that is being exchanged. 9.7. The shares of New Millennium Common Stock to be issued in exchange for S▇▇▇▇▇ Common Stock hereunder shall be proportionately reduced by any shares owned by S▇▇▇▇▇ shareholders who shall have timely objected to the Merger (the" Dissenting Shares") in accordance with the provisions of Article 4 the General Corporation Law of the IndentureDelaware, at the option of the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumstherein.

Conversion. (a) Subject to the terms and upon compliance with conditions contained in this Section 6, the provisions Series D-1 Preferred Shares shall be convertible as follows: (i) from and after the Issue Date, the holders of Article 4 of Series D-1 Preferred Shares shall have the Indentureright, at their option (the option “Optional Conversion Right”), to convert some or all of their Series D-1 Preferred Shares as set forth in the Holder thereof, any portion Conversion Election Notice (as defined below) into the number of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares Common Shares obtained by dividing the aggregate Liquidation Preference plus an amount equal to all accrued and unpaid dividends from the date immediately following the immediately preceding Dividend Payment Date to the date of Common Stock at conversion of such specified Series D-1 Preferred Shares by the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate Price (each an “Optional Conversion”); and (ii) at any time after following the Exchange Offer Completion date that is twenty-four (24) months following the Issue Date, provided that for the previous 30 consecutive full Trading Days prior to the Corporation Conversion Election Date until (A) both the close one-day VWAP and the daily Closing Price of business a Common Share are each in excess of $50.66 (as adjusted for Common Share Events) and (B) Common Shares with an aggregate value of at least $10,000,000 have been traded on the Business Day immediately preceding the final maturity date Trading Market on each of the Notes. Upon surrendering any Note for conversionsuch 30 consecutive full Trading Days, the Holder of such Note Corporation shall receivehave the right, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes its option (the “Mandatory Conversion RateRight”), which is based upon to convert up to such number of the outstanding shares of Series D-1 Preferred Shares as otherwise permitted under Section 7 into the number of fully paid and non-assessable Common Shares obtained by dividing the aggregate Liquidation Preference plus an initial amount equal to all accrued and unpaid dividends from the date immediately following the immediately preceding Dividend Payment Date to the date of conversion of such Series D-1 Preferred Shares by the Conversion Price of approximately $6.22 per share. The (the “Mandatory Conversion”); provided, however, such Mandatory Conversion Rate Right may not be exercised by the Corporation more than two (and 2) times in any twelve (12) month period. (b) Any Optional Conversion Price) are or the Mandatory Conversion shall be subject to adjustment the following terms and conditions, as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. applicable: (i) In order to exercise the conversion right: Optional Conversion Right, the holder of Series D-1 Preferred Shares shall send a written notice to the Corporation (1the “Holder Conversion Election Notice”) stating that the holder thereof has elected to convert Series D-1 Preferred Shares. The Holder Conversion Election Notice shall also state the number of Series D-1 Preferred Shares such holder wishes to convert and the number of Common Shares to be issued by the Corporation to such holder pursuant to the Optional Conversion. The holder of Series D-1 Preferred Shares shall include with the Holder of any Definitive Note Conversion Election Notice the certificate or certificates representing the Series D-1 Preferred Shares to be converted must duly endorsed or assigned to the Corporation or in blank. As promptly as practicable, but in no event later that fifteen (i15) complete and manually sign Business Days, following receipt of a notice of conversion substantially in the form set forth on the reverse of this Note (the “Holder Conversion Notice”), (ii) deliver the Conversion Election Notice and the Definitive Note certificate or certificates representing the Series D-1 Preferred Shares to be converted, the Corporation shall (or shall cause a transfer agent for the Common Shares to) issue and shall deliver a certificate or certificates for the Certificate number of Conversion & Restricted Transferfull Common Shares issuable upon such Optional Conversion, if applicable) together with payment in lieu of any fraction of a share, as provided in Section 6(d), to such holder. If fewer than all the Series D-1 Preferred Shares represented by a certificate delivered to the Conversion Agent and the Company, and (iiiCorporation pursuant to this Section 6(b)(i) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note are to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Election Notice, upon such conversion the Corporation shall become irrevocable. In case of (or shall cause a transaction described in clause (3transfer agent for the Series D-1 Preferred Shares to) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute also issue and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of Series D-1 Preferred Shares a new certificate representing the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsSeries D-1 Preferred Shares not so converted.

Conversion. (a) Subject to and upon compliance with applicable NASDAQ listing rule limitations (including, if applicable, approval by the provisions of Article 4 of the IndentureCompany’s stockholders), at any time following the option of the Holder thereof, any portion of the principal amount date of this Note that is an integral multiple of $1,000 and up to the Maturity Date, the then outstanding Obligations under this Note (or any portion thereof) may be converted into fully paid and non-assessable nonassessable shares of Company Common Stock at the Conversion RateStock, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares 0.0001 par value per $1,000 principal amount of Notes share (the “Conversion RateShares”), which is based at the sole election of Lender upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject written notice to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the which Conversion Notice and shall state the Definitive Note proposed effective date of such conversion (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The which date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be no fewer than ten (10) business days following the date of conversion delivery of the Conversion Notice) (the “Conversion Date”) ). The Obligations hereunder shall convert at a conversion price equal to $3.00 per share, subject to adjustment for purposes of Article 4 of the Indenture. On and after the Conversion Dateany stock dividend, the conversion by such Holder stock split, combination or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent other similar recapitalization event with respect to the effective date of such Fundamental Change and Company’s Common Stock (each a “Recapitalization Event”); provided, however, that if prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Maturity Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the offers and sells its Common Stock immediately following the announcement of such Fundamental Change is equal to (or greater than $7.04 and less than $21.12 (as such prices may be adjusted other securities that are convertible into or exercisable for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) in a private placement primarily intended to raise capital at a price per share of Common Stock of $2.50 or less (subject to adjustment for any conveyanceRecapitalization Event), sale or transfer of all or substantially all then the conversion price of the assets of Obligations under this Note shall be reduced to such Common Stock offer price plus $0.50 per share (the applicable conversion price with respect to a conversion under this Section 6(a) hereinafter is referred to as the “Conversion Price”). (b) Notwithstanding the conversion rights set forth in Section 6(a) above, subject to applicable NASDAQ listing rule limitations (including, if applicable, approval by the Company’s stockholders), in the event that the closing bid price per share of Company Common Stock as traded on the principal securities exchange or securities market on which the Person formed by such consolidation Common Stock are then traded equals or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten exceeds $10.00 (10subject to adjustment for any Recapitalization Event) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days (as defined below) in any fifteen- (15-)Trading Day period, the then-outstanding Obligations under this Note (or any portion thereof) may be converted into Conversion Shares, at the sole election of the Company following delivery of the Conversion Notice to Lender, which Conversion Notice shall state the proposed Conversion Date (which date, for the sake of clarity, shall be no fewer than ten (10) business days following the date of delivery of the Conversion Notice) at a conversion price equal to the then-current Conversion Price. (c) Notwithstanding anything in this Section 6 to the contrary, the Company shall not effect the conversion of this Note, and Lender shall not have the right to convert this Note, to the extent that the aggregate number of Conversion Shares issued upon conversion of this Note and the other Notes issued under the Note Agreement (together with any other securities issued by the Company that are deemed integrated into the issuance of the Notes under the Note Agreement pursuant to applicable NASDAQ listing rules) would be in excess of 19.99% of the shares of Company Common Stock outstanding immediately prior to the anticipated effective date issuance of this Note. In the event the holders of the Notes issued under the Note Agreement elect to convert the Notes pursuant to Section 6(a), and such Notes will not be fully convertible due to the limitations set forth in this Section 6(c), the Company shall use its commercially reasonable efforts to obtain stockholder approval of the issuance of the Notes in accordance with NASDAQ listing rule 5635(d) as soon as reasonably practicable, including by calling a special meeting of stockholders. For purposes of this Section 6(c), the terms “commercially reasonable efforts” shall include, without limitation, the obligation of the Company take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”), which shall occur not later than 90 days after Lender’s request for the same (the “Stockholders Meeting Deadline”), for the purpose of seeking approval of the Company’s stockholders for, among other things, the issuance and sale of the Conversion Shares to Lender (the “Proposal”). In the event the Proposal is not approved by the Company’s stockholders at the Stockholders Meeting, the Company shall take all action necessary to call up to three (3) additional meetings of its stockholders (each a “Subsequent Stockholders Meeting”) for the purpose of seeking approval of the Proposal, to be held promptly following the completion of the Stockholders Meeting and in no event more than one year after Lender’s request for the same, to the extent reasonably practicable. In connection with the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, if applicable, each Subsequent Stockholders Meeting, and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such transactionproxy materials (or, if permitted, notice of the availability of such proxy materials) to the stockholders of the Company. Lender shall promptly furnish in writing to the Company such information relating to such Lender and its investment in the Company as the Company may reasonably request for inclusion in each Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, each a “Proxy Statement”) and any form of proxy to be sent or made available to the stockholders of the Company in connection with the Stockholders Meeting or, if applicable, each Subsequent Stockholders Meeting, and each Proxy Statement shall not, on the date that such Proxy Statement (or any amendment thereof or supplement thereto) is first mailed or made available to stockholders or at the time of the Stockholders Meeting or any Subsequent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting or, if applicable, any Subsequent Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the applicable Proxy Statement, in addition to the Company's obligations under the 1934 Act, the Company will promptly inform the Lender thereof. (d) Upon the Conversion Date with respect to a conversion of this Note pursuant to either Section 6(a) or 6(b) above, Lender hereby agrees to deliver the original of this Note to the Company for cancellation (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby Lender agrees to indemnify the Company from any loss incurred by it in connection with this Note); provided, however, that upon the Conversion Date, this Note (or portion thereof) shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. (e) On or before the second Trading Day following the Conversion Date (the “Share Delivery Date”), the Company shall, (i) provided that the Company’s transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of Lender, credit such aggregate number of shares of Common Stock to which Lender is entitled pursuant to such exercise to Lender’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (ii), if the Company’s transfer agent is not participating in the FAST Program or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Conversion Notice or as provided by Lender to the Company, a certificate, registered in the Company’s share register in the name of Lender or such successorits designee, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of for the number of shares of Common Stock into to which such Notes might have been converted immediately prior Lender is entitled pursuant to such consolidationexercise. Upon the Conversion Date, merger, conveyance, sale or transfer. Such supplemental indenture Lender shall provide be deemed for adjustments all corporate purposes to have become the holder of record of the Conversion Rate and Shares with respect to which this Note (or portion thereof) has been converted, irrespective of the date such Conversion Price which shall be as nearly equivalent as may be practicable Shares are credited to the adjustments Holder’s DTC account or the date of delivery of the certificates evidencing such Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporationShares, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiums.

Conversion. Subject (A) Optional Conversion by the Noteholders; Conversion Period and Price (i) Noteholders have the right, subject as provided herein and to any applicable laws and upon compliance regulations, to require the Company to convert all or part of the Note at its principal amount into Shares at any time during the Conversion Period ("Conversion Right"). The Conversion Period begins after the earlier to occur of (I) the close of the effective date of a registration statement filed by the Company with the provisions Commission with respect to the Shares or (II) the date such Shares may be sold pursuant to the exemption from registration under the Securities Act provided by Rule 144 or other exemption from registration under the Securities Act, and ends upon the earliest to occur of Article 4 (A) the second Business Day prior to the later of June 30, 2006, or the date on which all principal and interest on the Note is repaid in full, or (B) if such Note shall have been called for redemption pursuant to Condition 7, the close of the Indenturesecond Business Day prior to the Redemption Date. Upon conversion, at the option right of the Holder thereof, any portion converting Noteholder to repayment of the principal amount of this the Note that is an integral multiple of $1,000 may to be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate(and, determined subject as provided in Condition 6(B)(iv), accrued and unpaid interest thereon) shall be extinguished and released, and in consideration and in exchange therefor the IndentureCompany shall allot and issue Shares credited as paid up in full as provided in this Condition 6. The number of Shares to be issued on conversion of the Note will be determined by dividing the principal amount of the Note to be converted, plus accrued and unpaid interest thereon, by the Conversion Price, (as defined below) in effect on the Conversion Date, with the result being rounded down to the nearest whole number. (ii) The price at which Shares will be issued upon the time exercise of conversiona Conversion Right (the "Conversion Price") initially will be U.S. $0.40. The Holder may surrender Notes Conversion Price will be subject to adjustment only in accordance with the manner provided in the definition of "Conversion Price" in Condition 19 herein. The Company shall give notice of any adjustment of the Conversion Price in accordance with Condition 15 within ten (10) Business Days with effective date of such adjustment. (iii) Notwithstanding the provisions of paragraph (i) of this Condition 6(A), if the Company shall default in making payment in full in respect of the Note which shall have been called for conversion at redemption or shall fail to issue Shares in respect of any Conversion, then, from the applicable Relevant Date, interest shall continue to accrue on such Note and the Conversion Rate at any time after the Exchange Offer Completion Date until Right attaching to such Note will continue to be exercisable up to, and including the close of business (at the place where the Note is deposited in connection with the exercise of the Conversion Right) on the Business Day immediately preceding date upon which the final maturity full amount of the monies payable in respect of such Note has been duly received by the Holder or, or the date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsShares.

Conversion. Subject to and upon compliance with the provisions of Article 4 If at any time, Funder’s ownership of the Indenture, at the option share capital of the Holder thereofCompany on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the Company’s board of directors (a “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the principal outstanding Principal amount (such portion of this Note Principal amount that is an integral multiple so converted, the “Convertible Amount”) into shares of $1,000 the Company’s most senior class of Preferred Shares (as such term is defined under the Company’s then current articles of association, as may be converted into fully paid amended from time to time (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Convertible Amount by a price per share equal to the higher of (i) the Original Issue Price of the Preferred B Shares –(or the Conversion Price of the Preferred B Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and non-assessable shares (ii) a price that reflects a discount of Common Stock 20% (twenty percent) on the Original Issue Price of the Company’s most senior class of Preferred Shares at the Conversion Ratetime of conversion that are issued in a bona fide financing, determined as provided in the Indentureso that, in effect following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date right of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as Funder described in this Section ‎2, shall not apply in case the Indenture. If a Holder receives shares Funder’s ownership of Common Stock upon conversion the share capital of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopton an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Noteand contingent upon, a Holder must comply with the procedures for conversion set out in Section 4.03 consummation of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must subsections (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and or (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 Deemed Liquidation (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there term is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, defined in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsArticles).

Conversion. Subject (a) At any time or from time to time after the occurrence and upon compliance during the continuance of an Event of Default, or four hundred fifty (450) days after NDA Filing, Lender shall have the option to convert, in whole or in part, the outstanding principal balance of and all accrued interest on the Pre-Approval Note, into shares of common stock of Borrower ("Common Stock") in accordance with the provisions of Article 4 of the Indenturethis Agreement. At any time or from time to time, at Lender shall have the option to convert, in whole or in part, the outstanding principal balance of and all accrued interest on the Holder thereofFirst Year Sales Note, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at in accordance with the Conversion Rateprovisions of this Agreement. Notwithstanding the foregoing, determined as provided in the Indentureevent that Lender exercises its conversion rights under this Section 2.07 to convert in part outstanding principal and interest amounts under the Notes and such conversion results in Lender owning in excess of twenty percent (20%) of the outstanding Common Stock, in effect at the time of conversion. The Holder may surrender Notes for then promptly following written notice thereof to Lender by Borrower, Lender will exercise its conversion at the applicable Conversion Rate at rights with respect to any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of remaining principal and interest under the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance number of shares of Common Stock in payment of this make-whole premium will into which the Notes may be subject converted shall be equal to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3i) the consideration received triggering such Designated Eventtotal amount of outstanding principal balance and accrued interest being converted, or divided by (4ii) a combination of cash, shares and such consideration. In the case of any consolidation or merger Fair Market Value as of the Company with or into Conversion Effective Date (as defined below); provided, however, that if Lender converts any other Person, any merger portion of another Person with or into the Company Notes after the occurrence of an Event of Default under Section 7.01 (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stocka) or any conveyance7.01(d) hereof and after a notice referred to in Section 7.02, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such the Notes might have been may be converted immediately prior shall be equal to such consolidation(i) the total amount of outstanding principal balance and accrued interest being converted, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments divided by (ii) the Default Conversion Price as of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the IndentureEffective Date. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock (Shares issued upon conversion of the Notes are sometimes referred to herein as the "Conversion Shares.") Promptly following Lender's written request, Borrower will inform Lender in writing of the percentage of the outstanding Common Stock owned by Lender. Notwithstanding the foregoing, Lender may not convert any or all of the outstanding principal balance of and in payment accrued interest on the Notes within twenty (20) days of any make-whole premium obligations unless sale of Common Stock by Lender or its Affiliates, provided that this twenty (20) day waiting period shall not apply to the Company has previously received stockholder approval conversion of the Notes after the occurrence and during the continuance of an Event of Default under Section 7.01(a) or 7.01(d) hereof or an Event of Default under Section 7.01(g) or 7.01(h). (b) Lender must give written notice to Borrower of its intent to convert the Notes into Conversion Shares. Such notice must state (i) the amount of the outstanding principal and interest under the Notes to be converted, (ii) the name or names in which the certificate(s) for issuances the Conversion Shares are to be issued, and (iii) the date upon which such conversion shall be effective, which shall be at least five (5) days after the date on which such notice is given (the "Conversion Effective Date"); provided, however, that if Borrower irrevocably pays and satisfies prior to the Conversion Effective Date the amount of the outstanding principal and interest to be converted pursuant to the notice, then Lender's right to convert such principal and interest into Common Stock shall terminate. Notwithstanding anything to the contrary in Section 2.07(a) above, if such notice of conversion is given after the occurrence and during the continuance of an Event of Default, such notice shall remain valid and such conversion shall remain effective if thereafter such Event of Default is not continuing. Promptly upon delivery of such notice, Borrower shall inform Lender of the aggregate percentage of Borrower's capital stock Lender will hold after such conversion. (c) Upon the Conversion Effective Date, the outstanding principal and interest under the Notes shall be deemed paid in the amount of the portion of the Notes converted by Lender. After the Conversion Effective Date, Borrower shall, as soon as is practicable, issue and deliver to Lender at its principal office a certificate or certificates for the number of Conversion Shares to which Lender is entitled upon such conversion. (d) Borrower shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock in excess solely for the purpose of that effecting the conversion of the Notes such number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive its shares of Common Stock upon as shall from time to time be sufficient to effect the conversion of the Notes; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the entire outstanding principal balance of and accrued interest on the Notes, in addition to such other remedies as shall be available to Lender, Borrower shall use its best efforts to take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. (e) Upon conversion of the Notes pursuant to this section, the Conversion Shares shall be included in excess the definition of such number "Shares" for all purposes of the Stock Purchase Agreement dated as of the same date hereof, as amended, modified or supplemented from time to time, between Lender and Borrower. (f) Any conversion of Notes pursuant to this Section 2.07 shall instead be entitled subject to receive cash in an amount equal to compliance with the Current Market Price in lieu ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of each share that such Holder would otherwise be entitled to receive in excess of such number▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇"), together with any other requirements for governmental consents. If any filing under the Company obtains stockholder approval for issuances HSR Act is required in order to consummate such conversion, each of shares Borrower and Lender shall cooperate and work diligently to make such filing and obtain the termination or expiration of Common Stock the waiting period promptly. In the event of a delay in excess the conversion of such number, the Notes by reason of the need to the extent required by the Nasdaq Stock Market rulesobtain governmental consents, the Company will have number of Conversion Shares to be issued shall be the option to either pay Holders cash same as if the conversion had occurred on the originally specified Conversion Effective Date (i.e., without any change by reason of the delay in conversion or issue shares any subsequent change in the market value of Common Stock upon such conversions and payments of make-whole premiumsthe Conversion Shares).

Conversion. Subject to and upon compliance with the provisions of Article 4 of the Indenture, at the option of the Holder thereof, may surrender for conversion all or any portion of the principal amount of this Note Security that is in an integral multiple of $1,000 may 1,000(4). Upon conversion, the Holder shall be converted into fully paid and non-assessable shares entitled to receive the consideration specified in the Indenture. No fractional share of Common Stock at shall be issued upon conversion of a Security. Instead, the Conversion Rate, determined Company shall pay a cash adjustment as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable initial Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note Securities shall receive, in respect of each $1,000 principal amount of Notes: be (x) 500 shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes Securities (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately for Securities denominated in $6.22 per share. The Conversion Rate 1,000 increments) and (and Conversion Pricey) are subject to adjustment as described in the Indenture. If a Holder receives 0.5 shares of Common Stock upon conversion per $1.00 principal amount of a NoteSecurities (for Securities denominated in $1.00 increments), such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior subject to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply adjustment in accordance with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes provisions of Article 4 of the Indenture. On and after If a Holder converts all or any portion of this Security in connection with the occurrence of certain Fundamental Change transactions, the Conversion Date, the conversion by such Holder or holder, as set forth Rate shall be increased in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier manner and to the extent applicable, described in Section 4.06 of the Indenture. Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the second Business Day immediately preceding opening of business on the Designated Event Repurchase next succeeding Interest Payment Date (as specified shall be accompanied by payment by the Holders of such Securities in funds to the Designated Event Notice)), Conversion Agent acceptable to the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be an amount equal to the present value interest payable on such corresponding Interest Payment Date; provided that no such payment need be made: (1) in connection with a conversion following the effective date Regular Record Date preceding the Final Maturity Date; (2) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (3) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security. A Security in respect of which a Holder has submitted a Fundamental Change Purchase Notice may be converted only if such Holder validly withdraws such Fundamental Change of all required interest payments on the Notes as if paid Purchase Notice in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to accordance with the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiums.

Conversion. Subject (a) In the event the ITAC/IXI Merger becomes effective and subject to and conditioned upon compliance with the provisions of Article 4 of the IndentureITAC/IXI Merger becoming effective, at each Conversion Participant shall have the option to convert its respective Conversion Amount pursuant to this Agreement and the ITAC Certification into such number of the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of ITAC’s Common Stock, par value $0.0001 per share (“ITAC Stock”) as determined by dividing (A) such Conversion Participant’s Conversion Amount by (B) $6.50, appropriately adjusted for stock dividends, stock splits and other recapitalizations subsequent to the date of ITAC’s most recent publicly available securities law filing prior to the execution of this Agreement. (b) At any time on or after the First Interest Payment Date, in the event the ITAC/IXI Merger is rejected by ITAC’s shareholders or otherwise fails to become effective, each Conversion Participant shall have the option to convert its respective Conversion Amount into such number of fully paid and non-assessable shares of Series E Preferred Stock, par value $0.01, of the Parent Guarantor (“IXI Stock”) as determined by dividing (A) such Conversion Participant’s Conversion Amount by (B) $0.656. The rights, preferences and privileges of the IXI Stock at shall be as set forth in the currently effective 9th Amended and Restated Certificate of Incorporation of the Parent Guarantor attached hereto as Exhibit H (the “Amended and Restated Certificate of Incorporation”). (c) No fractional shares of Conversion Stock shall be issued upon an Optional Conversion. If, upon an Optional Conversion, a fraction of a share would otherwise result, then in lieu of such fractional share the Parent Guarantor (in the case of an Optional Conversion pursuant to Section 3.2(b) above) or ITAC (in the case of an Optional Conversion pursuant to the combined provisions of Section 3.2(a) above and the ITAC Certification) will pay the cash value of that fractional share. (d) An Optional Conversion shall be effectuated by the Conversion Rate, determined as provided Participant by furnishing both the Parent Guarantor and ITAC (in the Indenturecase of an Optional Conversion pursuant to the combined provisions of Section 3.2(a) above and the ITAC Certification) or by furnishing the Parent Guarantor (in the case of an Optional Conversion pursuant to Section 3.2(b) above), in effect at no later than within sixty (60) Business Days following the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity closing date of the Notes. Upon surrendering any Note for conversion, ITAC/IXI Merger (in the Holder case of such Note shall receive, an Optional Conversion pursuant to the combined provisions of Section 3.2(a) above and the ITAC Certification) or no later than within sixty (60) Business Days following the date on which the Conversion Participant receives notice from the Parent Guarantor that the ITAC/IXI Merger failed to become effective and the Company failed to make the first interest payment on the First Interest Payment Date (in respect the case of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Optional Conversion Rate”pursuant to Section 3.2(b) above), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in indicating the form set forth on the reverse of this Note Conversion Participant’s Conversion Amount and otherwise evidencing such Conversion Participant’s intention to convert its respective Conversion Amount (the “Conversion Notice”), (ii) . Should any Lender and/or Leumi Guarantor fail to deliver the a Conversion Notice within the timeframe and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the party or parties set forth above, such Lender and/or Leumi Guarantor shall be deemed to have waived its right for Optional Conversion Agent and such right shall automatically, without any action on the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) part of the IndentureParent Guarantor and/or ITAC, pay funds equal be of no further force and effect with respect to the interest payable on the next Interest Payment Date. such Lender and/or Leumi Guarantor. (e) The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of Conversion Participant delivers the Indenture Conversion Notice, duly executed, to the Parent Guarantor shall be deemed to be the date of conversion Optional Conversion (the “Optional Conversion Date”) for the purposes of Article 4 of the Indenture. On and after determining the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocableAmount. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments Facsimile delivery of the Conversion Rate and Conversion Price which Notice shall be as nearly equivalent as may accepted by the Parent Guarantor. Certificates representing the shares of Conversion Stock issuable upon an Optional Conversion, containing the restrictive legend then in effect, will be practicable delivered to the adjustments Conversion Participant as soon as practicable after the Optional Conversion Date. (f) Any Conversion Amount converted into Conversion Stock will be deemed fully paid and all Obligations relating thereto will be deemed fully satisfied. Upon issuance of the Conversion Rate conversion stock, such shares shall be duly and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsvalidly issued.

Conversion. Subject to and upon compliance with the provisions of Article 4 of the Indenture, at (a) At the option of the Holder thereofLender, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate Maturity Date or at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversionand from time to time, the Holder of such Note Outstanding Amount shall receivebe convertible, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”)whole or in part, which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior of Orgenesis Inc., the parent company of Koligo Therapeutics Inc., equal to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the quotient obtained by dividing (x) the Outstanding Amount by (y) the Conversion Rate and Price. The “Initial Installment Conversion Price which Price” for the Outstanding Amount relating to the Initial Installment shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder price per share of Common Stock include equal to $2.50; subject to proportional adjustment in the event of a Common Stock share-split. He “Subsequent Installment Conversion Price” for the Outstanding Amount relating to the Subsequent Installment(s) shall be a price per share of Common Stock equal to $3.50; subject to proportional adjustment in the event of a Common Stock share-split. The Lender may effect one or more conversions by delivering to the Borrower a written notice (each, a “Notice of Conversion”), specifying therein the Outstanding Amount and accrued interest, if any, to be converted, and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. Following the applicable Conversion Date, a Conversion completed pursuant to this Section 2(a)(i) shall have the effect of reducing the Outstanding Amount in amount equal to the Convertible Loan set forth in the corresponding Notice of Conversion. L▇▇▇▇▇ agrees that it shall not deliver a Notice of that upon effect results in the holder to beneficially own more than 19.99% of the then outstanding shares of stock Orgenesis Inc. Common Stock. For the avoidance of doubt, the Borrower may reject or modify, upon mutual agreement of Borrower and Lender, a Notice of Conversion duly delivered by the Lender if such conversion would result in the Lender to beneficially own more than 19.99% of the then outstanding shares of Orgenesis Inc. Common Stock. The Parties shall maintain records showing the total Outstanding Amount converted and the date of each such Conversion. (b) Lender may elect to, instead of the conversion of the Outstanding Amount as per section 6(a) into Common shares of Orgenesis Inc, convert the entire Outstanding Amount into the securities of Borrower pursuant to a the first issuance of equity of the Borrower under which the Borrower raises at least $5,000,000 in gross proceeds (“Qualified Financing”) at a price per share equal to seventy five percent (75%) of the price per share paid for each share of the equity securities purchased for cash by the investors in such a Qualified Financing. The equity issued upon said conversion shall have all preferential and associated rights with the highest class of equity issued in such Qualified Financing. In the event of the Borrower being listed on a public securities exchange, Lender shall have the option to submit a Notice of Conversion to convert the Outstanding Amount at a 25% premium to the volume weighted average price of the Borrower’s equity over the preceding five (5) days as reported by Bloomberg (“5-Day VWAP”), provided that any such conversion shall not result in the Lender to beneficially own more than 19.99% of the then beneficial shares of the Borrower. In the event of an acquisition of the Borrower (“Acquisition”), prior to the closing of such acquisition, Lender shall have the option to convert outstanding principal and accrued interest into equity securities of the Borrower at a price equivalent to seventy five percent (75%) of the price paid by such buyer to acquire the Borrower. Borrower shall provide notice to Lender in anticipation of such Qualified Financing at least five (5) days prior to the closing of such Qualified Financing or Acquisition. (c) Upon the conversion pursuant to Section 6(a) above, the rights of repayment of the Outstanding Amount shall be extinguished, and the Lender shall surrender this Agreement. As soon as practicable the Borrower into whose shares the Outstanding Amount is converted, shall issue and deliver to the Lender a capital contribution certificate. (d) The shares issued upon conversion of the Outstanding Amount, free from preemptive rights or any other securities and property actual contingent purchase rights of a Person persons other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests Lender. (e) The conversion of the Holders as Outstanding Amount into equities shall be made without charge to the Company’s Board Lender for any documentary stamp or similar taxes upon conversion. (f) The Lender understands that the securities of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note Borrower or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock of Orgenesis Inc., as applicable, issuable upon conversion of the Notes Outstanding Amount will be “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”) and may not be sold, pledged, assigned or transferred and must be held indefinitely in payment the absence of any make-whole premium obligations unless (i) an effective registration statement under the Company has previously received stockholder approval 1933 Act and applicable state securities laws with respect thereto or (ii) an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act as evidenced by an opinion of counsel satisfactory to the Borrower that such registration is not required. The certificates for issuances the securities of Borrower or shares of Common Stock of Orgenesis Inc., as applicable, issuable upon conversion of the Outstanding Amount shall bear the following or similar legend (in excess of that number of shares in accordance withaddition to such other restrictive legends as are required or deemed advisable under any applicable law or any other agreement to which the Borrower is a party): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, DISTRIBUTED, OFFERED, PLEDGED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION, AN AVAILABLE EXEMPTION THEREFROM, OR A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATES. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” (g) The Lender consents to the extent required by, Borrower making a notation on its records or giving instructions to any transfer agent of the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive securities of Borrower or shares of Common Stock upon such conversion of Orgenesis Inc. in order to implement the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions restrictions on transfer set forth and payments of make-whole premiumsdescribed herein.

Conversion. Subject to At any time until both the Principal and upon compliance with Interest is paid in full and all conversions have been honored by the provisions of Article 4 of Company and the IndentureNote is no longer outstanding, at the option of the Holder thereofPrincipal and Interest, any portion of the principal amount of this Note that is an integral multiple of $1,000 may shall be converted convertible into fully paid and non-assessable shares of Common Stock of the Company at the Conversion Rate, determined as provided lesser of (i) sixty two and one half percent (62.5%) of the lowest traded volume weighted average price ("VWAP") in the Indenture, in effect twenty (20) trading days prior to conversion or (ii) at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business a fixed price equal to a ten percent (10%) premium on the Business Day immediately preceding VWAP on the final maturity day prior to the Execution Date (the "Set Price"). Redwood shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Exhibit C (a "Notice of Conversion"), specifying the date of on which such conversion is to be effected (a "Conversion Date") and shall require the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes to be delivered by the Company within three (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price3) are subject to adjustment as described in the IndentureBusiness Days. If no Conversion Date is specified in a Holder receives Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is provided hereunder. To effect conversions hereunder, Redwood shall not be required to otherwise physically surrender anything to the Company. If the Company does not request, from its transfer agent, the issuance of the shares underlying the Note after receipt of a Notice of Conversion within three (3) Business Days following the date of Notice of Conversion, or fails to timely deliver the shares of Common Stock upon conversion per the instructions of a NoteRedwood, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause within three (3) Business Days, free and clear of the definition of Fundamental Change all legends and in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice))legal free trading form, the Company shall pay such Holder a make-whole premium within twenty (20) days after be responsible to immediately reimburse Redwood for any differential in the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) converted shares of Common Stock at a 5.0% discount to between the Current Market Price; provided that value of the issuance of closing price on the date the shares of Common Stock in payment should have been delivered and the date the shares of Common Stock are delivered. Redwood and any assignee, by acceptance of the Note, acknowledge and agree that, by reason of the provisions of this make-whole premium will paragraph, following conversion of a portion of the Note, the unpaid and unconverted Principal may be subject less than the amount stated on the face hereof. The parties hereby agree that the Company shall reimburse Redwood for all legal costs associated with the issuance of an opinion(s) of counsel to the Nasdaq Stock Market rulesTransfer Agent and other costs, which may require shareholder approval expenses and liabilities incurred in certain circumstancesconnection with the conversion and issuance of the shares of Common Stock. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to Redwood for all fees and expenses immediately upon written notice by Redwood or the submission of an invoice by Redwood. In addition, if the Company fails to timely (within three (3) Business Days), deliver the consideration received triggering such Designated Eventshares of Common Stock per the instructions of Redwood, or free and clear of all legends and in legal free trading form, the Company shall allow Redwood to add two (42) a combination days to the look back (the mechanism used to obtain the conversion price along with discount) for each day the Company fails to timely (within three (3) Business Days)) deliver shares of cashCommon Stock, shares and such considerationon the next two (2) conversions. In If an Event of Default shall occur, the case conversion price shall be reduced without any action on the part of any consolidation or merger Redwood, to fifty percent (50%) of the Company with or into any other Personlowest traded VWAP for the twenty trading days immediately prior to conversion. Notwithstanding anything to the contrary herein contained, any merger of another Person with or into Redwood may not convert under the Company (other than a merger that does not Note to the extent such conversion would result in Redwood, together with any reclassificationaffiliate thereof, conversion, exchange or cancellation beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock) , including shares issuable upon such conversion and held by Redwood after application of this section. The provisions of this section may be waived by Redwood, in whole or any conveyancepart, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten upon sixty-one (1061) days prior written notice. Any successor to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which Redwood shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of unaffected by any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumswaiver.

Conversion. Subject to and upon compliance with the provisions of Article 4 of the Indenture, at the option of the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversionsubsection 1(d) below, the Holder of such Note shall receive, in respect of each $1,000 unpaid principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (balance and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth all accrued interest on the reverse of this Note (the “Conversion NoticeOutstanding Balance”), plus a premium of eleven percent (ii11%) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion Outstanding Balance (the “Conversion DatePremium”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice), shall become irrevocable. In case automatically convert into shares of a transaction described in clause Payor’s common stock, par value $0.01 per share (3) of the definition of Fundamental Change in the Indenture“Common Stock”), solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent immediately prior to the effective date time of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield merger (the “Designated Event Make-Whole AmountMerger”) to be effected pursuant to that certain Agreement and Plan of Merger and Reorganization, dated October 31, 2016, by and among Payor, Signal Merger Sub, Inc., a wholly owned subsidiary of Payor (“Merger Sub”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant miRagen Therapeutics, Inc., a Delaware corporation (“miRagen”), whereby Merger Sub will merge with and into miRagen, Merger Sub will cease to the terms exist, and miRagen will become a wholly-owned subsidiary of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transactionPayor. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which this Note is convertible (the “Conversion Shares”) shall be determined by dividing (i) the sum of the Outstanding Balance plus the Premium by (ii) the Conversion Price. The “Conversion Price” shall be $0.3594, which is the closing market price of the Common Stock on the Nasdaq Capital Market on the Effective Date of this Amendment. The Conversion Price shall be subject to appropriate adjustment in the event of any reverse stock split, forward stock split, stock dividend, combination or other similar recapitalization with respect to the Common Stock. In such Notes might have been converted event, the Conversion Price in effect immediately prior to the date on which such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture change is effective shall provide for adjustments of the Conversion Rate and be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances number of shares of Common Stock in excess outstanding immediately prior to such change and the denominator of that which shall be the number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of outstanding immediately after giving effect to such numberchange. Upon conversion, Payor will as soon as reasonably practicable issue the Conversion Shares via electronic book-entry and deliver a statement to Holder to evidence the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsshare issuance.

Conversion. Subject to and upon compliance with the provisions of Article 4 11B of the Indenture, at a Holder of a Debenture may convert such Debenture into the option Cash Conversion Amount in cash payable by WPP and WPP Holdings ADSs representing a number of WPP Holdings Ordinary Shares equal to the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at Conversion Amount divided by the Conversion RatePrice; provided, determined as provided however, that if such Debenture is called for redemption, the conversion right will terminate on the second Business Day immediately preceding the Redemption Date of such Debenture (unless the Company shall default in making the Indentureredemption payment when due, in effect which case the conversion right shall terminate at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding date such Default is cured and such Debenture is redeemed). The initial conversion price is $8.84 per WPP Holdings Ordinary Share, subject to adjustment under certain circumstances as described in the final maturity date Indenture (the “Conversion Price”). The number of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial issuable upon conversion rate of 160.772 shares per $1,000 a Debenture prior to the Effective Time is determined by dividing the principal amount of Notes Debentures converted by the Conversion Price in effect on the conversion date. The number of WPP Holdings Ordinary Shares represented by WPP Holdings ADSs issuable upon conversion of a Debenture from and after the Effective Time is determined by dividing (a) the “Stock Conversion Rate”Amount by (b) the Conversion Price in effect on the conversion date. Upon conversion, no adjustment for interest (including Contingent Interest and Additional Amounts, if any), which is or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid by WPP in cash based upon an initial Conversion the current WPP Holdings Market Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described defined in the Indenture) of WPP Holdings ADSs on the last trading day prior to the date of conversion. To convert a Debenture, a Holder must (a) complete and sign the irrevocable conversion notice set forth below (copies of which may also be obtained from the Conversion Agent) and deliver such notice to the Conversion Agent, (b) surrender the Debentures by delivering them to the Conversion Agent, at the office or agency maintained for such purpose in the Borough of Manhattan, The City of New York, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Debenture is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary’s book-entry conversion programs. Upon satisfaction of such requirements, the Conversion Agent shall, on behalf of such Holder, immediately convert such Debentures into the Cash Conversion Amount and WPP Holdings ADSs representing the number of WPP Holdings Ordinary Shares described above. If a Holder receives shares surrenders a Debenture for conversion between the record date for the payment of Common Stock upon conversion an installment of a Note, such Holder will also receive interest and the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversionrelated Interest Payment Date, the rights have expiredDebenture must be accompanied by payment of an amount equal to the interest (including Contingent Interest and Additional Amounts, terminated if any), payable on such Interest Payment Date on the principal amount of the Debenture or portion thereof then converted; provided, however, that no such payment shall be required if such Debenture has been exchanged. To convert called for redemption on a NoteRedemption Date within the period between and including such record date and such Interest Payment Date, a Holder must comply with the procedures or if such Debenture is surrendered for conversion set out in Section 4.03 of on the IndentureInterest Payment Date. A Holder may convert a portion of a Note Debenture equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder A Debenture in respect of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder has delivered a Holder Change of Control Acceptance Notice exercising the option of such Holder to require the Company to repurchase such Debenture as provided in Section 3.11 or a Definitive Note or holder Purchase Acceptance Notice exercising the option of a beneficial interest such Holder to require the Company to repurchase such Debenture as provided in a Global Note completes the requirements of Section 4.03(a) 3.16 of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiums.”

Conversion. (a) Subject to and upon compliance with Section 11.02, a Holder shall have the provisions of Article 4 of the Indenture, at the option of the Holder thereof, right to convert all or any portion of the (if such portion is $2,000 principal amount of this Note that is or an integral multiple of $1,000 may be converted into fully paid and non-assessable shares principal amount) of Common Stock at the Conversion Rateits Notes (“Early Conversion”), determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after and from time to time, on any Business Day, prior to the Exchange Offer Completion Date until earliest of (i) if applicable, the close of business on the fifth Business Day following the date of a Mandatory Conversion Notice delivered in accordance with Section 11.01(b), (ii) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the final Redemption Date or (iii) the close of business on the Business Day immediately preceding the maturity date date, into a number of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (being converted equal to the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate then in effect (and Conversion Price) are subject to adjustment as described plus cash in the Indenture. If a Holder receives lieu of fractional shares of Common Stock in accordance with Section 11.03). In addition, upon conversion an Early Conversion, a Holder shall have the right to receive in cash, with respect to its Notes being converted, per $1,000 principal amount of a NoteNotes being converted, such Holder will also (x) in the event the Early Conversion Date occurs on or prior to September 23, 2017, the Early Conversion Payment and (y) in all cases, accrued and unpaid interest to the Early Conversion Date. For the avoidance of doubt, in the event of an Early Conversion with an Early Conversion Date after September 23, 2017, Holders shall not be entitled to receive the associated rights under any stockholder rights plan that Early Conversion Payment. (b) The Company shall have the Company may adoptright to convert the Notes (“Mandatory Conversion”), in whole or in part, into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 11.03), if each of the following conditions are satisfied: (i) the VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) exceeds the Threshold Price in effect on each applicable Trading Day for at least 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days (the rights have separated from “VWAP Condition”) and (ii) the Common Stock at Company delivers to the time of conversion unless, prior to conversionHolders, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with Trustee and the procedures for conversion set out in Section 4.03 of Conversion Agent (if other than the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1Trustee) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth Company’s election of its right to convert the Notes no later than the open of business on the reverse third Business Day immediately following the 20th Trading Day of this Note any such 30 Trading Day period (the a “Mandatory Conversion Notice”), which notice shall specify that the Mandatory Conversion shall occur on the sixth Business Day following the date of such notice (iithe “Mandatory Conversion Date”); provided that, the Company’s right to cause a Mandatory Conversion shall be suspended during the period beginning on the date a Change of Control Offer is made and continuing to, and including, the applicable Change of Control Settlement Date. For the avoidance of doubt, in the event of a Mandatory Conversion, Holders shall not be entitled to receive the Early Conversion Payment or, except as provided in Section 11.02(f), accrued and unpaid interest. The Mandatory Conversion Notice shall state that the Company is exercising its right to cause a Mandatory Conversion, the Conversion Rate and Conversion Price in effect on the Mandatory Conversion Date. Notwithstanding the foregoing, the Company may only exercise its right to cause a Mandatory Conversion if, as evidenced by an Officers’ Certificate delivered to the Trustee and the Conversion Agent (if other than the Trustee) deliver on the Mandatory Conversion Date, all of the conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, and including, the date of the Mandatory Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicabley) to the Conversion Agent and the Companyending on, and including, the Mandatory Conversion Date (iiithe “Equity Conditions Measuring Period”). The Equity Conditions are as follows: (i) if required, furnish appropriate endorsements either (1) all shares of Common Stock issuable upon conversion of the Notes and transfer documents; held by a non-Affiliate of the Company shall be eligible for sale without the need for registration under any applicable federal or state securities laws or (2) a shelf registration statement registering the holder resale of beneficial interests in any Global Note the shares of Common Stock issuable upon conversion of the Notes has been filed by the Company and been declared effective by the SEC or is automatically effective and is available for use, and the Company expects such shelf registration statement to be converted must comply with remain effective and available for use from the Applicable Procedures Mandatory Conversion Date until thirty days following the Mandatory Conversion Date; (ii) the Common Stock (or other security into which the Notes are convertible pursuant to cause the beneficial interests in such Global Note Section 11.11) to be delivered to the Conversion Agent. In the case on such conversion is listed or traded on The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, or any of either their respective successors (1) or (2)each, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the an “Conversion DateEligible Market”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by shall not then be suspended from trading on such Holder Eligible Market; (iii) at or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective settlement date (orof the Mandatory Conversion, if earlier and for any Notes validly surrendered for conversion with an Early Conversion Date prior to the extent applicable, Mandatory Conversion Date in accordance with the close terms of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice))this Indenture, the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if have delivered and paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments and the amount of cash due upon conversion of the Conversion Rate and Conversion Price which shall Notes to the Holders in accordance with Section 11.01(a); (iv) shares of Common Stock to be as nearly equivalent as issued upon conversion may be practicable issued in full without violating the rules or regulations of The New York Stock Exchange or any other applicable Eligible Market on which the Common Stock delivered upon conversion is then listed or trading; and (v) no Event of Default shall have occurred and be continuing. For the avoidance of doubt, the Company may exercise its right to cause more than one Mandatory Conversion so long as any Notes are outstanding so long as it complies with the adjustments other requirements of this Section 11.01(b). If the Company exercises its right to cause Mandatory Conversion in part, the Conversion Rate Agent will select the Notes to be converted pro rata, by lot or by any other method the Conversion Agent in its sole discretion deems fair and Conversion Price provided for in Article 4 of the Indenture. Ifappropriate (or, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon Notes represented by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may beGlobal Notes, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders manner as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the IndentureDTC may require), in no event will the Company issue more than an aggregate denominations of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of $2,000 or any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock integral $1,000 multiple in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsthereof.

Conversion. After October 2, 2001, the Holders of Trust Securities, subject to the limitations set forth in this Section, shall have the right, at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the converting Holders, into shares of Common Stock in the manner described herein on and subject to the following terms and conditions: (i) Subject to and upon compliance with subparagraph (ii) below, the provisions of Article 4 of the Indenture, at the option of the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may Trust Securities will be converted convertible into fully paid and nonnonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Junior Subordinated Notes having a principal amount equal to the aggregate Liquidation Preference of such Trust Securities, and immediately (unless the Spin-assessable Off has not occurred, in which case within the time specified in subparagraph (ii) below) convert such amount of Junior Subordinated Notes into fully paid and nonassessable shares of Common Stock at an initial rate of 1.8182 shares of Common Stock for each Trust Security (which is equivalent to a conversion price of approximately $27.50 per share of Common Stock), subject to certain adjustments set forth in the Indenture (as so adjusted, "Conversion Price"). (ii) At any time after October 2, 2001 and prior to the Spin-Off, the Company may elect to make a cash settlement in respect of any Trust Security surrendered for exchange by delivering notice thereof to the tendering Holder not more than five Trading Days after such Trust Security is surrendered for exchange. Such cash settlement shall be in an amount, per $50 Liquidation Preference of Trust Securities delivered for exchange, equal to the product of (i) the then-prevailing Conversion Price (as specified in writing by the Company) and (ii) the average of the Closing Price of the Common Stock on the five Trading Days commencing two Trading Days after delivery by the Company of such notice to such Holder. The Company will pay such cash settlement amount as promptly as practicable after the completion of such five Trading Day period. (iii) In order to convert Trust Securities into Common Stock or cash, as the case may be, the Holder of such Trust Securities shall submit to the Conversion RateAgent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, determined together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock or cash, as the case may be, should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Junior Subordinated Notes held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately (unless the Spin-Off has not occurred, in which case within the time specified in subparagraph (ii) below) convert such Junior Subordinated Notes, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph) or cash, as the case may be. The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to exchange Trust Securities for a portion of the Junior Subordinated Notes held by the Property Trustee and the Property Trustee shall, upon receipt of such written notice, deliver to the Conversion Agent the appropriate principal amount of Junior Subordinated Notes for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Depositor of the Holder's election to convert such Junior Subordinated Notes into shares of Common Stock. Holders of Trust Securities at the close of business on a Distribution payment record date will be entitled to receive the Distribution paid on such Trust Securities on the corresponding Distribution Date notwithstanding the conversion of such Trust Securities on or following such record date but prior to such Distribution Date. Except as provided above, neither the Trust nor the Depositor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or not in arrears accrued on the Trust Securities surrendered for conversion, or on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities submitted for conversion prior to the expiration of conversion rights as provided in Section 4.05(iv) shall be deemed to have been converted immediately prior to the Indentureclose of business on the day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Junior Subordinated Notes shall be treated for all purposes as the record holder or holders of such Common Stock on the Conversion Date. As promptly as practicable on or after the Conversion Date, if applicable, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in effect lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (iv) The conversion rights of holders of the Junior Subordinated Notes and the corresponding conversion rights of Holders of Trust Securities shall expire either (i) at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding prior to the final maturity date set for redemption of the Notes. Upon surrendering any Note for conversion, Trust Securities upon the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether mandatory or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 optional redemption of the Indenture. A Holder may convert a portion of a Note equal to $1,000 Junior Subordinated Notes or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, at the close of business on the second Business Day immediately preceding prior to the Designated Event Repurchase Date maturity of the Junior Subordinated Notes. (v) Each Holder of a Trust Security by its acceptance thereof initially appoints Bankers Trust Company not in its individual capacity but solely as specified conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the Designated Event Notice))conversion and transactions described in this Section, the Company Conversion Agent shall pay be acting as agent of the Holders of Trust Securities directing it to effect such Holder a make-whole premium within twenty conversion transactions. The Conversion Agent is hereby authorized (20i) days after to exchange Trust Securities from time to time for Junior Subordinated Notes held by the consummation Trust in connection with the conversion of such Designated Event. This make-whole premium will be equal Trust Securities in accordance with this Section and (ii) to the present value on the effective date of such Fundamental Change of convert all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using or a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price portion of the Junior Subordinated Notes into Common Stock immediately following the announcement of and thereupon to deliver such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional accordance with the provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Section and to deliver to the Property Trustee any new Junior Subordinated Note or Junior Subordinated Notes for any resulting unconverted principal amount delivered to the Indenture, in no event will Conversion Agent by the Company issue more than an aggregate of 30,106,403 Indenture Trustee. (vi) No fractional shares of Common Stock upon conversion will be issued as a result of conversion, but, in lieu thereof, such fractional interest will be paid in cash by the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and Depositor to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash Conversion Agent in an amount equal to the Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in lieu turn make such payment to the Holder or Holders of each share that such Holder would Trust Securities so converted. (vii) Nothing in this Section 4.05 shall limit the requirement of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Trust Agreement or otherwise be entitled required of the Property Trustee or the Trust to receive in excess pay any amounts on account of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumswithholdings.

Conversion. Subject In the event of (a) any Event of Default, the Lenders shall have the right, at their option, to convert all or any part of the Obligations into common Capital Stock of Pledgor at any time while such Event of Default is continuing, and upon compliance (b) the consummation of any Permitted Additional Equity Raise, all of the Obligations shall automatically convert into common Capital Stock of Pledgor effective immediately prior to the closing of the Permitted Additional Equity Raise, unless at least two (2) Business Days prior to the execution of the definitive business combination agreement (or similar definitive agreement) in connection with the provisions Permitted Additional Equity Raise, the Lenders elect in writing to not convert the Obligations (subsections (a) and (b), collectively, a “Loan Conversion”). Borrower shall provide the Administrative Agent with reasonable notice prior to the execution of Article 4 such business combination agreement (and in no event less than twelve (12) Business Days’ notice), and such notice shall include the then current draft of such agreement. Borrower shall also promptly provide any other material agreements or information reasonably requested by the Lenders which would allow the Lenders to evaluate the transactions contemplated by the business combination agreement. Upon the consummation of the IndentureLoan Conversion, Pledgor shall deliver to the Lenders the number of common Capital Stock equal to the quotient of (i) the amount of the Obligations (for the avoidance of doubt, such amount shall be at the option Applicable Price, which includes 111% of the Holder thereof, any portion aggregate of the principal amount sum of this Note the Called Principal and accrued and unpaid interest outstanding) divided by (ii) the Loan Conversion Price (with such common Capital Stock being allocated among the Lenders as directed by the Administrative Agent). The Lenders may place conditions on such conversion with respect to the consummation of a Permitted Additional Equity Raise or a Liquidity Transaction (as defined in the Pledgor LLCA) and/or as required by the Lenders to comply with Applicable Laws, including the expiration or termination of any applicable antitrust laws, in which case the conversion shall be effective upon the satisfaction of such conditions. All costs and expenses (including filing fees) of the Lenders with respect to filings under any applicable antitrust laws shall be borne by Borrower. Borrower shall pay any documentary, stamp or similar issue or transfer tax due on the issue of common Capital Stock of Pledgor upon conversion. Pledgor shall reserve (and shall keep available and free from preemptive rights) and shall continue to reserve out of its authorized but unissued common Capital Stock a sufficient number of common Capital Stock to permit the conversion of the Obligations in full. All common Capital Stock that is an integral multiple of $1,000 may are issued upon the Loan Conversion shall, upon issuance, be converted into duly authorized, validly issued, fully paid and non-assessable shares nonassessable, not subject to any preemptive rights, and, be free from all taxes, Liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of Common Stock at any transfer occurring contemporaneously with such issue and those under applicable federal, state or other securities laws. Notwithstanding the Conversion Rateforegoing, determined as provided in the Indenture, in effect if at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversionLoan Conversion, the Holder Capital Stock of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes Borrower (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order successor entity to exercise Borrower) will be publicly listed, then Lenders shall have the conversion right: option (1) the Holder of any Definitive Note to which shall be converted must (i) complete and manually sign a notice of conversion substantially exercised in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or writing no later than two (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder execution of the number definitive business combination agreement) to receive common Capital Stock of shares of Common Stock into which such Notes might have been converted immediately prior Borrower (or any successor entity to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments Borrower that will be publicly listed) instead of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, Pledgor delivering common Capital Stock in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsPledgor.

Conversion. Subject Exhibit I to Annex H attached to the Agreement dated December 22, 1995 and upon compliance with entered into between the Company and Banca del Gottardo, which is available for inspection at the Head Office in Lugano of Banca del Gottardo, as Conversion Agent for the Notes, contains full provisions of Article 4 relevant to conversion of the IndentureNotes into freely transferable Shares of Common Stock which are duly registered under the 1933 Securities Act. The following is a summary of such provisions: The conversion price will be fixed on March 29, at 1996 whereby such conversion price shall be the option equivalent of the Holder thereof, any portion average of the principal amount closing prices during the period from March 14 to March 29, 1996, but shall in any event not be higher than (i) 120% of this Note that is an integral multiple the average of $1,000 may be converted into fully paid and non-assessable the closing prices of the shares of Common Stock at during the period from December 19 to 29, 1995, or (ii) USD 4.75 per share of Common Stock, whichever is lower (Such price hereinafter called the "Conversion Rate, determined as provided in the Indenture, in effect at the time of conversionPrice"). The Holder may surrender holder of 10 Notes for conversion at the applicable Conversion Rate or more will be entitled at any time on and after the Exchange Offer Completion Date until May 1, 1996 up to the close of business on the Business Day immediately preceding the final maturity date of December 31, 2000, subject to prior redemption, to convert the Notes. Upon surrendering any Note for conversion, at the Holder of such Note shall receive, in respect of each $1,000 principal amount thereof, into freely transferable and non-restricted (such non-restriction being subject to the effectiveness of Notes: a registration statement under the U.S. securities laws covering such common stock, if required,) shares of Common Stock of the Company, at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are , subject to adjustment as described in below. No payment or adjustment will be made on conversion of any Note for interest accrued thereon or dividends on any Common Stock issued, except that accrued interest will be paid on the Indentureconversion of any Note which has been called for redemption prior to the conversion date. If a Holder receives The Company is not required to issue fractional shares of Common Stock upon conversion of Notes and, in lieu thereof, will pay a Note, such Holder will also receive cash adjustment based upon the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from market price of the Common Stock at on the time of conversion unless, last trading day prior to the date of conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2)Notes called for redemption, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, rights will expire at the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days fifth business day prior to the record date redemption date. Notes may be presented for such transaction, or if there is no record date, at least ten (10) Trading Days prior conversion only to an office of Banca del Gottardo outside the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute United States and Banca del Gottardo will deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock consideration received upon conversion of only to an account or address outside the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsUnited States.

Conversion. (a) Subject to and upon compliance with Section VI(b), the provisions outstanding shares of Article 4 Series A Preferred Stock shall be convertible into shares of Common Stock as is determined by dividing the IndentureStated Value by the Conversion Price as defined below, at the option of the Holder thereofin whole or in part, at any portion time commencing on the second anniversary of the principal amount Issuance Date and through the expiration of the Conversion Period. Any conversion under this Note that is an integral multiple Section IV(a) shall be for a minimum aggregate Stated Value of $1,000 may 10,000.00 of Series A Preferred Stock. The Holder shall effect conversions by sending the form of conversion notice attached hereto as Appendix I (the "Notice of Conversion") in the manner set forth in Section IV(j). Each Notice of Conversion shall specify the Stated Value of Series A Preferred Stock to be converted. The date on which such conversion is to be effected (the "Conversion Date") shall be on the date the Notice of Conversion is delivered pursuant to Section IV(j) hereof. Except as provided herein, each Notice of Conversion, once given, shall be irrevocable. If the Holder is converting less than all of the Stated Value represented by a certificate for the Series A Preferred Stock(s) tendered by the Holder in the Notice of Conversion, the Company shall deliver to the Holder a new Series A Preferred Stock certificate for such Stated Value as has not been converted within five (5) Business Days of the Company's receipt of the original Series A Preferred Stock and Notice of Conversion. Upon the entire conversion of the Series A Preferred Stock or the redemption of the Series A Preferred Stock, Series A Preferred Stock shall be returned to the Company for cancellation. (b) On the first Business Day occurring after the expiration of the Conversion Period (the "Automatic Conversion Date"), for each share of Series A Preferred Stock that has not previously been converted, such share of Series A Preferred Stock shall be automatically convertible into fully paid and non-assessable shares of Common Stock at the Conversion RatePrice; provided, determined however, that no shares of Series A Preferred Stock shall be converted (i) unless the Company shall have duly reserved for issuance to the Holder a sufficient number of shares of Common Stock to issue upon such conversion or (ii) if an Event of Default as provided defined in the Indenture, in effect at the time of conversionSection V(a) hereof shall have occurred hereunder and is continuing. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for In connection with such conversion, the Company shall deliver to the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Series A Preferred Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes a written notice (the “"Company Conversion Rate”Notice"), which is based upon an initial Conversion Price of approximately $6.22 per share. The Company Conversion Rate (and Conversion Price) are Notice shall specify the number of shares of Series A Preferred Stock that will be subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon automatic conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that on the Company may adopt, whether Conversion Date. The Company shall deliver or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note cause to be converted must (i) complete and manually sign a notice of conversion substantially in delivered the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Company Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or at least two (2) Business Days before the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Company Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder the Series A Preferred Stock shall surrender the certificates representing such shares at the office of the Company not later than five (5) Business Days after the Company Conversion Date. Each of a beneficial interest in Notice of Conversion and a Global Note completes the requirements Company Conversion Notice is sometimes referred to herein as a Notice of Section 4.03(a) Conversion, and each of the Indenture shall be deemed a Conversion Date and a Company Conversion Date is sometimes referred to be the date of conversion (the “herein as a Conversion Date”. (c) for purposes of Article 4 of the Indenture. On and Not later than five (5) Business Days after the Conversion Date, the Company will deliver to the Holder (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of Series A Preferred Stock and (ii) once received from the Company, Series A Preferred Stock in principal amount equal to the principal amount of Series A Preferred Stock not converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of any Series A Preferred Stock until the Series A Preferred Stock are either delivered for conversion to the Company or any transfer agent for the Series A Preferred Stock or Common Stock, or the Holder notifies the Company that such Series A Preferred Stock have been lost, stolen or destroyed and provides an agreement reasonably acceptable to the Company to indemnify the Company from any loss incurred by it in connection therewith; and provided further, however, that the Company has not exercised its right of redemption pursuant to Section VI(b). In the case of a conversion pursuant to a Notice of Conversion, if such certificate or certificates representing the Common Stock are not delivered by the date required under this Section IV(c), the Holder shall be entitled by providing written notice to the Company at any time on or holderbefore its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the Series A Preferred Stock tendered for conversion. (i) The Conversion Price for each share of Series A Preferred Stock in effect on any Conversion Date shall be the lesser of (a) the Fixed Conversion Price or (b) eighty percent (80%) of the average of the three (3) lowest Per Share Market Values for the Common Stock over the ten (10) Trading Days preceding the date of conversion, but in no event less than five percent (5%) of the Fixed Conversion Price (the "Floating Conversion Price"). For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the NASD OTCBB, as set forth reported on Bloomberg, L.P. (or similar organization or agency succeeding to its functions of reporting prices). (ii) If the Company, at any time while any Series A Preferred Stock are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Junior Securities as defined in Article VII payable in shares of its capital stock (whether payable in shares of its Common Stock or of capital stock of any class), (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of Common Stock any shares of capital stock of the Company, the Fixed Conversion Price designated in Section IV(d)(i) shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock of the Company outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section IV(d)(ii) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (iii) If the Company, at any time while any Series A Preferred Stock are outstanding, shall issue or sell shares of Common Stock, or options, warrants or other rights to subscribe for or purchase shares of Common Stock, (excluding shares of Common Stock issuable upon exercise of options, warrants or conversion rights granted prior to the date hereof) and at a price per share less than the Per Share Market Value of Common Stock at the issue date mentioned below, the Fixed Conversion Price designated in Section IV(d)(i) shall be multiplied by a fraction, of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such shares, options, warrants or rights plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase Common Stock the issuance of which resulted in an adjustment in the Conversion NoticePrice designated in Section IV(d)(i) pursuant to this Section IV(d)(iii), if any such right or warrant shall expire and shall not have been exercised, the Fixed Conversion Price designated in Section IV(d)(i) shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Article IV after the issuance of such rights or warrants) had the adjustment of the Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of such rights or warrants actually exercised. (iv) If the Company, at any time while Series A Preferred Stock are outstanding, shall become irrevocable. In distribute to all holders of Common Stock (and not to Holders of Series A Preferred Stock) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security (excluding those referred to in Section IV(d)(iii) above) then in each such case the Conversion Price at which each Series A Preferred Stock shall thereafter be convertible shall be determined by multiplying the Fixed Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, however that in the event of a transaction described in clause distribution exceeding ten percent (310%) of the definition net assets of Fundamental Change the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an "Appraiser") selected in the Indenture, solely upon receipt good faith by the Conversion Agent Holders of any Holder’s Conversion Notice on or subsequent a majority of the principal amount of the Series A Preferred Stock then outstanding; and provided, further, that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. In either case the adjustments shall be described in a statement provided to the Holder and all other Holders of Series A Preferred Stock of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (v) All calculations under this Article IV shall be made to the nearest 1/1000th of a cent or the nearest 1/1000th of a share, as the case may be. Any calculation over .005 shall be rounded up to the next cent or share and any calculation less than .005 shall be rounded down to the previous cent or share. (vi) In the event the Fixed Conversion Price is not adjusted pursuant to Section IV(d)(ii), (iii), (iv), or (v), within ten (10) Business Days following the occurrence of an event described therein, the Holder shall have the right to require the Company to redeem all of the Holder's Series A Preferred Stock at 130% of the Stated Value of such Fundamental Change Holder's Series A Preferred Stock and prior the Company shall pay such amount to the forty-fifth (45th) day following such effective date (or, if earlier and holder pursuant to the extent applicablewritten instructions provided by the Holder. (vii) Whenever the Fixed Conversion Price is adjusted pursuant to Section IV(d)(ii),(iii), the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Noticeiv) or (v), or redeemed pursuant to Section IV(d)(vi), the Company shall pay such Holder a make-whole premium within twenty five (205) days Business Days after the consummation determination of such Designated Event. This make-whole premium will be equal the new Fixed Conversion Price mail and fax to the present value on Holder and to each other Holder of Series A Preferred Stock, a notice setting forth the effective date Fixed Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such Fundamental Change adjustment. (viii) In case of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price reclassification of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splitsStock, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other another Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or any compulsory share exchange pursuant to which the Person formed by such consolidation Common Stock is converted into other securities, cash or resulting from such merger or which acquires such assetsproperty, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder then each holder of each Note Series A Preferred Stock then outstanding shall have the right thereafter to convert Notes such Series A Preferred Stock only into the kind and amount shares of securities, cash stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such reclassification, consolidation, merger, conveyancesale, sale transfer or transfer by a holder share exchange (except in the event the property is cash, then the Holder shall have the right to convert the Series A Preferred Stock and receive cash in the same manner as other stockholders), and the Holder shall be entitled upon such event to receive such amount of securities or property as the shares of the number of shares of Common Stock into which such Notes might Series A Preferred Stock could have been converted immediately prior to such reclassification, consolidation, merger, conveyancesale, sale transfer or transfershare exchange would have been entitled. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case The terms of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then transfer or share exchange shall include such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions terms so as to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and continue to give to the extent required by, holder the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled right to receive shares of Common Stock upon such conversion of the Notes securities or property set forth in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiums.this Section IV(d)

Conversion. Subject to and upon compliance with In the provisions of Article 4 event of the Indenture, at the option occurrence of the Holder thereofTrigger Event, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted Second Tranche Securities are mandatorily and irrevocably convertible into fully paid and non-assessable shares of newly issued Common Stock Shares at the Conversion RatePrice. Conversion Price: Means, determined as provided in if the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business Common Shares are (a) then admitted to trading on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversiona Relevant Stock Exchange, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Noteshigher of: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note Current Market Price (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the preliminary prospectus supplement) of a Common Share (converted into U.S. dollars at the Prevailing Rate); (ii) the Floor Price, subject to the adjustments in accordance with “Description of Contingent Convertible Capital Securities—Conversion NoticeUpon Trigger Event—Anti-Dilution Adjustment of the Floor Price” in the Prospectus; and (iii) the nominal value of a Common Share (converted into U.S. dollars at the Prevailing Rate) (being EUR0.50 on the Settlement Date); in each case on the Trigger Event Notice Date; or (b) not then admitted to trading on a Relevant Stock Exchange, the higher of (ii) and (iii) above. For the avoidance of doubt, the conversion into U.S. dollars at the Prevailing Rate described above shall in no circumstances imply that any Common Share will be issued at a price of less than its nominal value expressed in the Share Currency. Floor Price: USD Floor price: USD 2.570 per common Share, approx. 66% of share price at November 13, 2023 closing. (EUR 3.650; exchange rate of 1.067 EUR/USD, November 13, 2023.) Pre-emptive Rights: The Second Tranche Securities do not grant holders of the Second Tranche Securities pre-emption rights in respect of any possible future issues of Parity Securities or any other securities by Banco Santander or any Subsidiary. Waiver of Set-Off: Subject to applicable law, neither any holder or beneficial owner of the Second Tranche Securities nor the Trustee acting on behalf of the holders of the Second Tranche Securities may exercise, claim or plead any right of set-off, compensation, netting, or retention in respect of any amount owed to it by Banco Santander in respect of, or arising under, or in connection with, the Second Tranche Securities or the Base Indenture and the First Supplemental Indenture and each holder and beneficial owner of the Second Tranche Securities, by virtue of its holding of any Second Tranche Securities or any interest therein, and the Trustee acting on behalf of the holders of the Second Tranche Securities, shall become irrevocablebe deemed to have waived all such rights of set-off, compensation, netting, retention or counterclaim. In case If, notwithstanding the above, any amounts due and payable to any holder or beneficial owner of a transaction described Security or any interest therein by Banco Santander in clause (3) of respect of, or arising under, the definition of Fundamental Change in the IndentureSecond Tranche Securities are discharged by set-off, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on such holder or subsequent beneficial owner shall, subject to applicable law, immediately pay an amount equal to the effective date amount of such Fundamental Change and prior discharge to the forty-fifth (45th) day following such effective date Banco Santander (or, if earlier and to the extent applicablea Liquidation Event shall have occurred, the close liquidator or administrator of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assetsBanco Santander, as the case may be) and, until such time as payment is made, shall notify hold an amount equal to such amount in trust (where possible) or otherwise for Banco Santander (or the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, liquidator or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporationadministrator of Banco Santander, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. Enforcement Events and Remedies: There are no events of default under the Second Tranche Securities. In addition, under the terms of the Base Indenture, as amended and supplemented by the First Supplemental Indenture, neither the Trigger Conversion nor the exercise of the Bail-in Power or the exercise of a condition precedent to such consolidationresolution tool or a resolution power by the Relevant Resolution Authority or any action in compliance therewith will be an Enforcement Event. The Second Tranche Securities are perpetual securities in respect of which there is no fixed redemption date or maturity date. Holders of the Second Tranche Securities may not require any redemption of the Second Tranche Securities at any time. U.S. Federal Income Tax Considerations: For a discussion of the material U.S. federal income tax considerations for the ownership and disposition of the Second Tranche Securities by U.S. investors, mergersee “Taxation—U.S. Federal Income Tax Considerations—Taxation of Contingent Convertible Capital Securities” in the preliminary prospectus supplement and the Prospectus. That discussion does not describe all of the tax consequences that may be relevant in the light of a U.S. investor’s particular circumstances. Listing: New York Stock Exchange Trustee and Principal Paying Agent and Calculation Agent: The Bank of New York Mellon, conveyanceLondon Branch Governing Law: New York law, sale or transferexcept that the authorization and execution by Banco Santander, shall execute S.A. of the Base Indenture, First Supplemental Indenture and deliver the Second Tranche Securities and certain provisions of the Second Tranche Securities, the Base Indenture and the First Supplemental Indenture related to the Trustee subordination of the Second Tranche Securities, as well as the price at which Second Tranche Securities can be issued, certain minimum requirements with respect to the conversion price and the legal regime applicable for the exclusion of the pre-emptive rights shall be governed and construed in accordance with Spanish Law. Risk Factors: Investors should read the Risk Factors in the preliminary prospectus supplement dated November 15, 2023. Selling Restrictions: Canada, EEA, United Kingdom, Hong Kong, Italy, Japan, People’s Republic of China (excluding Hong Kong, Macau and Taiwan), Republic of Korea, Taiwan, Singapore, Switzerland and Australia. No publicity or marketing nor public offering which requires the registration of a supplemental indenture providing prospectus in Spain. The Second Tranche Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA and in the United Kingdom, as per the preliminary prospectus supplement. Conflict of Interest: Santander US Capital Markets LLC is a subsidiary of Banco Santander, S.A. Therefore, Santander US Capital Markets LLC is deemed to have a “conflict of interest” under FINRA Rule 5121 and, accordingly, the offering of the Second Tranche Securities will comply with the applicable requirements of FINRA Rule 5121. CUSIP / ISIN: 05971K AQ2 / US05971KAQ22 Sole Global Coordinator: Santander US Capital Markets LLC Joint Bookrunners: BNP Paribas Securities Corp. BofA Securities, Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. ▇.▇. ▇▇▇▇▇▇ Securities LLC RBC Capital Markets, LLC Santander US Capital Markets LLC Co-Leads: Caixa – Banco de Investimento, ▇.▇. ▇▇▇▇ Securities USA, Inc. SEB Securities, Inc. TD Securities (USA) LLC * Any ratings obtained will reflect only the views of the respective rating agency and should not be considered a recommendation to buy, sell or hold the Second Tranche Securities. The ratings assigned by the rating agencies are subject to revision or withdrawal at any time by such rating agencies in their sole discretion. Each rating should be evaluated independently of any other rating. ** It is expected that delivery of the Second Tranche Securities will be made against payment therefore on or about November 21, 2023, which is the third day following the date hereof (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are generally required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Second Tranche Securities prior to the second business day prior to the settlement date will be required, by virtue of the fact that the Holder of each Note then outstanding shall have Second Tranche Securities initially settle in T+3, to specify an alternative settlement cycle at the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case time of any such consolidationtrade to prevent failed settlement and should consult their own advisors. Banco Santander has filed a registration statement (including a base prospectus and a related preliminary prospectus supplement) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, merger, conveyance, sale or transferyou should read the preliminary prospectus supplement, the securitiesbase prospectus in that registration statement, cash and other property receivable thereupon documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online database (▇▇▇▇▇®) at ▇▇▇.▇▇▇.▇▇▇. Alternatively, you may obtain a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests copy of the Holders base prospectus and the preliminary prospectus supplement from BNP Paribas Securities Corp. by calling toll free ▇-▇▇▇-▇▇▇-▇▇▇▇, BofA Securities, Inc. by calling toll free ▇-▇▇▇-▇▇▇-▇▇▇▇, Citigroup Global Markets Inc. by calling toll free ▇-▇▇▇-▇▇▇-▇▇▇▇, Deutsche Bank Securities Inc. by calling toll free ▇-▇▇▇-▇▇▇-▇▇▇▇, HSBC Securities (USA) Inc. by calling toll free ▇-▇▇▇-▇▇▇-▇▇▇▇, ▇.▇. ▇▇▇▇▇▇ Securities LLC by calling toll free ▇-▇▇▇-▇▇▇-▇▇▇▇, RBC Capital Markets, LLC by calling toll free ▇-▇▇▇-▇▇▇-▇▇▇▇ and Santander US Capital Markets LLC by calling toll free ▇-▇▇▇-▇▇▇-▇▇▇▇. Capitalized terms used but not defined in this term sheet have the meanings set forth in the base prospectus as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required supplemented by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumspreliminary prospectus supplement.

Conversion. Subject to and upon compliance with the provisions of Article 4 of the Indenture, at the option of the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted (a) The Note(s) issued in each traunch are convertible into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate Regent Shares at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity closing date of the Notessuch traunch. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect The "Effective Date" of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (shall be the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form date set forth on the reverse of this Note conversion notice (the “Conversion Notice”), (ii) deliver the provided such Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion is received by Escrow Agent and the Company, and via U.S. mail, facsimile, overnight courier, or hand delivery no later than the fifth business day after such date. (iiib) if required, furnish appropriate endorsements and transfer documents; or (2The price at which the Note(s) the holder of beneficial interests in any Global Note to shall be converted must comply with the Applicable Procedures (Conversion Price) is $1.50 per share of Regent Common Stock, subject to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, reduction as set forth below. (c) The Conversion Price shall be proportionately reduced (but not increased) in the Conversion Notice, shall become irrevocable. In case event of a transaction described in clause stock split, recapitalization or reorganization of Regent. (3d) Regent may force the conversion of all or part of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice Note(s) (Mandatory Conversion) on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth not less than ten (45th10) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within nor more than twenty (20) days after written notice (Mandatory Conversion Notice) to Purchasers and/or Holder(s) provided that: (i) the consummation closing bid price of Regent common stock for the ninety (90) days immediately preceding the sending of a Mandatory Conversion Notice (Measurement Period) has been at least $4.50: (ii) the Regent common stock and Regent Warrants have been and are quoted on a national securities exchange or the NASD OTCBB continuously from the commencement of the Measurement Period up to and including the date set for any Mandatory Conversion: (iii) the Registration Statement (as defined in Section 11 herein) which provides for the resale of the Regent Shares, Regent Warrants, and Regent Warrants Shares has been and remains effective, with a current prospectus available, from the commencement of the Measurement Period up to and including, the date set for any Mandatory Conversion or, the Regent Shares, Regent Warrants, and Regent Warrants Shares have been and remain eligible for sale under SEC Rule 144 (subject only to Purchaser(s) and/or Holder(s) compliance with the Form 144 filing and manner of sale requirements of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash rule) from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price commencement of the Common Stock immediately following Measurement Period up to and including the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted date set for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsMandatory Conversion.

Conversion. Subject to and upon compliance with the provisions next four succeeding sentences, a Holder of Article 4 of the Indenture, at the option of the Holder thereof, this Note may convert it or any portion of the principal amount of this Note that thereof which is $1,000 or an integral multiple of $1,000 may be converted into duly authorized, fully paid and non-assessable shares of nonassessable Common Stock of the Company at the Conversion Rate, determined Price (as provided in the Indenture, defined below) in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after before the Exchange Offer Completion close of business on July 15, 2008. In case this Note or a portion thereof is called for redemption, such conversion right in respect of this Note or the portion so called shall expire at the close of business on the Business Day preceding the Redemption Date, except that in case a Note or portion thereof is called for redemption, and the Redemption Date until occurs on an Interest Payment Date, such conversion right in respect of this Note or the portion so called, shall expire at the close of business on the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its repurchase right with respect to this Note or a portion thereof, such conversion right in respect of this Note or portion thereof shall expire at the close of business on the Business Day immediately preceding the final maturity date Change of Control Repurchase Date, unless the NotesCompany defaults in make the payment due upon repurchase. Upon surrendering any A Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount which a Holder has delivered a Change of Notes: shares Control Repurchase Notice exercising the option of Common Stock at an initial conversion rate such Holder to require the Company to purchase such Note may be converted only if such notice of 160.772 shares per $1,000 principal amount exercise is withdrawn in accordance with the terms of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per shareIndenture. The Conversion Rate (and Conversion Price) are Price shall be initially equal to $36.531 per share of Common Stock, subject to adjustment as in certain events described in the Indenture. If The Company shall pay a Holder receives shares cash adjustment as provided in the Indenture in lieu of any fractional share of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchangedStock. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and Agent, (2) surrender the CompanyNote to the Conversion Agent, and (iii3) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to documents if required by the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (104) days prior to the record date for such transactionpay any transfer or similar tax, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsrequired.

Conversion. Subject to and upon compliance with the provisions of Article 4 12 of the Indenture, at the option a Holder of the Holder thereof, any portion of the principal amount of this a Note that is an integral multiple of $1,000 may be converted convert such Note into fully paid and non-assessable shares of Common Stock of the Company if any of the conditions specified in paragraphs (a) through (g) of Section 12.01 of the Indenture is satisfied; provided, however, that if such Note is called for redemption, the conversion right will terminate at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the second Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder Redemption Date of such Note (unless the Company shall receivedefault in making the redemption payment when due, in respect which case the conversion right shall terminate at the close of each $1,000 principal amount of Notes: shares of Common Stock at an business on the date such Default is cured and such Note is redeemed). The initial conversion rate price is $27.57 per share, subject to adjustment under certain circumstances as described in the Indenture (the "Conversion Price"). The number of 160.772 shares per $1,000 issuable upon conversion of a Note is determined by dividing the principal amount of Notes (converted by the “Conversion Rate”), which is based upon an initial Conversion Price in effect on the conversion date. In the event of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopthas the option to deliver the Cash Conversion Price to the Holder of the Note surrendered for such conversion as provided in Section 12.02 of the Indenture. Upon conversion, whether no adjustment for interest (including Contingent Interest and Additional Amounts, if any), or not dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the rights have separated from current market price (as defined in the Indenture) of the Common Stock at on the time of conversion unless, last Trading Day prior to the date of conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with (a) complete and sign the procedures conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required and (e) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. If a Holder surrenders a Note for conversion set out in Section 4.03 between the record date for the payment of an installment of interest and the related interest payment date, the Note must be accompanied by payment of an amount equal to the interest (including Contingent Interest and Additional Amounts, if any), payable on such interest payment date on the principal amount of the IndentureNote or portion thereof then converted; provided, however, that no such payment shall be required if such Note has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Note is surrendered for conversion on the interest payment date. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder A Note in respect of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder has delivered a Purchase Notice or a Change of a Definitive Control Purchase Notice exercising the option of such Holder to require the Company to repurchase such Note as provided in Section 3.08 or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) 3.09, respectively, of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiums.

Conversion. Subject (a) Each Holder of Preferred Stock shall have the right at any time, at its option, to convert, subject to the terms and upon compliance with the provisions of Article 4 of this Section 8 and subject to the Indenture, at the option of the Holder thereofapplicable limitations set forth in Section 12, any portion or all of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable such Holder’s shares of Preferred Stock into Common Stock at a conversion rate equal to the quotient of (i) the Liquidation Preference; divided by (ii) the Base Conversion Rate, determined Price (subject to adjustment as provided in this Section 8, the Indenture“Conversion Rate”) per share of Preferred Stock. Notwithstanding the foregoing, in effect at but subject to the time Conversion Cap, each Holder of conversion. The Preferred Stock shall have the right (the “Seven-Year Holder may surrender Notes for conversion at the applicable Conversion Rate Right”) at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date seven-year anniversary of the Notes. Upon surrendering Issue Date, if the then-current Conversion Price exceeds the Weighted Average Price for the Common Stock during any Note 10 consecutive Trading Days, at its option by delivery of a Notice of Conversion in accordance with Section 8(b) below no later than 5 Business Days following such 10th consecutive Trading Day, to convert any or all of such Holder’s shares of Preferred Stock into, at the Corporation’s sole discretion, either Common Stock, cash or a combination of Common Stock and cash; provided, that the Corporation shall provide such converting Holder notice of its election within 2 Trading Days of receipt of the Notice of Conversion; provided further, that in the event the Corporation elects to issue Common Stock for all or a portion of such conversion, the Holder “Conversion Rate” for such conversion (subject to the applicable limitations set forth in Section 12) shall mean the quotient of the Liquidation Preference divided by the average Weighted Average Price for the Common Stock during the 20 consecutive Trading Days commencing on the Trading Day immediately following the Trading Day on which the Corporation provided such Note notice. If the Corporation does not elect a settlement method prior to the deadline set forth, the Corporation shall receivebe deemed to have elected to settle the conversion entirely in Common Stock. Notwithstanding anything to the contrary herein, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be converted pursuant to this Section 8 in the aggregate into more than 19.99% of the shares of Common Stock outstanding on the Issue Date (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization) (such limitation, the “Conversion Cap”). Upon conversion of any share of Preferred Stock, the Corporation shall deliver to the converting Holder, in respect of each $1,000 principal amount share of Notes: Preferred Stock being converted, a number of shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (equal to the “Conversion Rate”), which is based together with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10, on the second Business Day immediately following the relevant Conversion Date; provided, that upon an initial Conversion Price any Holder’s election to convert any share or shares of approximately $6.22 per share. The Conversion Rate Preferred Stock pursuant to the second sentence of this Section 8(a) the Corporation shall have the option to deliver the applicable conversion value (and Conversion Priceor any portion thereof) are subject in cash in lieu of shares of Common Stock, after providing such Holder at least 2 Business Days’ prior written notice of its election pursuant to adjustment as described this proviso; provided further, that any such payment in the Indenture. If a Holder receives cash in lieu of shares of Common Stock upon shall be made in an amount equal to the Liquidation Preference for every whole share of Preferred Stock so converted; provided further, that if the conversion value consists (x) solely of cash, then the Corporation shall deliver such cash payment to the Holder no later than 2 Trading Days from the receipt of the Notice of Conversion or (y) partially of cash, then the Corporation shall deliver such cash payment to the Holder simultaneously with the delivery of the Common Stock included in the conversion value. (b) Before any Holder shall be entitled to convert a Noteshare of Preferred Stock as set forth above, such Holder will also receive who: (i) holds a beneficial interest in a Global Preferred Share must deliver to DTC the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures appropriate instruction form for conversion set out pursuant to DTC’s conversion program (a “Conversion Instruction”) and, if required, pay all transfer or similar taxes or duties, if any; or (ii) holds Preferred Stock in Section 4.03 definitive, certificated form must: (A) manually sign and deliver an irrevocable notice to the office of the Indenture. Conversion Agent as set forth in the Form of Certificated Notice of Conversion (or a facsimile thereof) in the form included in Exhibit A Holder may convert hereto (a portion “Certificated Notice of a Note equal to $1,000 or any integral multiple thereof. In order to exercise Conversion”) and state in writing therein the conversion right: (1) the Holder number of any Definitive Note shares of Preferred Stock to be converted must and the name or names (iwith addresses) complete in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered and manually sign a notice registered; (B) surrender such shares of conversion substantially in Preferred Stock, at the form set forth on the reverse office of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note Agent; (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iiiC) if required, furnish appropriate endorsements and transfer documents; or and (2D) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes andor duties, if required any. The Conversion Agent shall notify the Corporation of any pending conversion pursuant to this Section 4.03(b) of the Indenture, pay funds equal to the interest payable 8 on the next Interest Payment DateConversion Date for such conversion. The date on which a Holder of a Definitive Note or holder of a beneficial interest complies with the procedures in a Global Note completes the requirements of Section 4.03(athis clause (b) of the Indenture shall be deemed to be the date of conversion (is the “Conversion Date”) .” If more than one share of Preferred Stock shall be surrendered for purposes of Article 4 of conversion at one time by the Indenture. On and after the Conversion Datesame Holder, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance number of shares of Common Stock in payment to be delivered upon conversion of this make-whole premium will such shares of Preferred Stock shall be subject to computed on the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger basis of the Company with or into any other Person, any merger aggregate number of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Preferred Stock so surrendered. (c) With respect to any conversion of shares of Preferred Stock: (i) if there shall have been surrendered certificate or any conveyance, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assetscertificates, as the case may be, representing a greater number of shares of Preferred Stock than the number of shares of Preferred Stock to be converted, the Corporation shall notify the Trustee execute and the Holders at least ten (10) days prior Registrar shall countersign and deliver to the record date for such transaction, Holder or if there is no record datesuch Holder’s designee, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Companyexpense of the Corporation, a new certificate or such successor, purchasing or transferee corporationcertificates, as the case may be, representing the number of shares of Preferred Stock that shall not have been converted; and (ii) if the shares of Preferred Stock converted are held in book-entry form through the facilities of the Depositary, promptly following the relevant Conversion Date, the Corporation shall cause the Transfer Agent and Registrar to reduce the number of shares of Preferred Stock represented by the global certificate by making a notation on Schedule I attached to the relevant Global Preferred Share. (d) Immediately prior to the close of business on the Conversion Date with respect to a conversion, a converting Holder of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon conversion of such Holder’s Preferred Stock notwithstanding that the share register of the Corporation shall then be closed or that certificates representing such Common Stock, if any, shall not then be actually delivered to such Holder. On the date of any conversion, all rights with respect to the shares of Preferred Stock so converted, including the rights, if any, to receive notices, shall terminate, excepting only the rights of holders thereof (i) pursuant to Section 3(f) and (ii) to (A) receive certificates for the number of whole shares of Common Stock, if any, into which such shares of Preferred Stock have been converted (with a cash payment in lieu of any fractional share of Common Stock in accordance with Section 10) and (B) exercise the rights to which they are thereafter entitled as holders of Common Stock, if any. (e) The Conversion Rate shall be adjusted, without duplication, upon the occurrence of any of the following events: (i) If the Corporation exclusively issues shares of Common Stock as a condition precedent to such consolidationdividend or distribution on all shares of its Common Stock, mergeror if the Corporation effects a share split or share combination, conveyancethe Conversion Rate shall be adjusted based on the following formula: where, sale or transfer, shall execute and deliver CR0 = the Conversion Rate in effect immediately prior to the Trustee a supplemental indenture providing that close of business on the Holder Record Date for such dividend or distribution, or immediately prior to the open of each Note then outstanding shall have business on the right thereafter to convert Notes only into Effective Date of such share split or share combination, as the kind and amount case may be; CR1 = the Conversion Rate in effect immediately after the close of securitiesbusiness on the Record Date for such dividend or distribution, cash and other property receivable upon or immediately after the open of business on the Effective Date of such consolidationshare split or share combination, merger, conveyance, sale or transfer by a holder of as the case may be; OS0 = the number of shares of Common Stock into which such Notes might have been converted outstanding immediately prior to the close of business on the Record Date for such consolidationdividend or distribution, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable immediately prior to the adjustments open of business on the Conversion Rate and Conversion Price provided for in Article 4 Effective Date of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale share split or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporationshare combination, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person ; and shall contain such additional provisions to protect OS1 = the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances number of shares of Common Stock outstanding immediately after giving effect to such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 8(e)(i) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in excess this Section 8(e)(i) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board determines not to pay such dividend or distribution, to the Conversion Rate that number would then be in effect if such dividend or distribution had not been declared. (ii) If the Corporation distributes to all or substantially all holders of its Common Stock any rights, options or warrants entitling them, for a period expiring not more than 60 days immediately following the announcement date of such distribution, to purchase or subscribe for shares in accordance withof its Common Stock at a price per share that is less than the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution, the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the extent required by, close of business on the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of Common Stock upon business on the Record Date for such conversion of distribution; OS 0 = the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, outstanding immediately prior to the extent required by close of business on the Nasdaq Stock Market rules, Record Date for such distribution; X = the Company will have the option to either pay Holders cash or issue total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution. Any increase made under this Section 8(e)(ii) shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the close of business on the Record Date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be readjusted, effective as of the date of such expiration, to the Conversion Rate that would then be in effect had the increase with respect to the distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased, effective as of the date the Board determines not to make such distribution, to be the Conversion Rate that would then be in effect if such Record Date for such distribution had not occurred. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate shall not be adjusted until the triggering events occur. For purposes of this Section 8(e)(ii) in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such conversions average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and payments including, the Trading Day immediately preceding the Ex-Date of makesuch distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Corporation for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board. (▇▇▇) If the Corporation distributes shares of its Capital Stock, evidences of its indebtedness or other assets, securities or property of the Corporation or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of Common Stock, excluding (a) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section 8(e)(i) or Section 8(e)(ii), (b) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to (or a cash amount paid pursuant to the last paragraph of) Section 8(e)(iv) and (c) Spin-whole premiums.Offs as to which the provisions set forth below in this Section 8(e)(iii) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets, securities or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such distribution; and FMV = the fair market value as of the Record Date for such distribution (as determined by the Board) of the Distributed Property with respect to each outstanding share of the Common Stock. Any increase made under the portion of this Section 8(e)(iii) above shall become effective immediately after the close of business on the Record Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased, effective as of the date the Board determines not to pay the distribution, to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing (but subject to the applicable limitations set forth in Section 12), if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Preferred Stock shall receive, for each share of Preferred Stock, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of Distributed Property that such Holder would have received as if such Holder owned a number of shares of Common Stock equal to the Conversion Rate (determined without regard to the Conversion Cap, Beneficial Ownership Limitation or the Permitted Percentage Limitation) in effect on the Record Date for the distribution. With respect to an adjustment pursuant to this Section 8(e)(iii) where there has been a payment of a dividend or other distribution on the Common Stock consisting solely of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Corporation where such Capital Stock or similar equity interest is, or will be when issued, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Conversion Rate will be increased

Conversion. Subject to and upon compliance with the provisions of Article 4 the Indenture, the Holders of the IndentureSecurities shall have the right, at the option of the Holder thereofeach Holder, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after one year following the Exchange Offer Completion Closing Date (except as provided in this Section 8 or in the Indenture) to convert any such Security or any portion thereof, in denominations of $1,000 principal amount at maturity or integral multiples thereof, into that number of fully paid and nonassessable whole Conversion Shares obtained by dividing the aggregate Accreted Value of the Securities being converted on such date by $.70, subject to adjustment in certain events (the "Conversion Ratio"). Subject to the provisions of the Indenture, if on any date of determination (a) the Closing Price of the Common Stock on the NASDAQ National or Small Cap Market or other principal securities exchange or system on which the Common Stock is then traded, if any, or (b) if not so traded, then if the best bid offered price on the OTC Bulletin Board Service (the "BBS") on days when transactions in the Common Stock are not effected, or, on such days as transactions are effected on the BBS, the highest price at which a trade was executed as reported to the National Association of Securities Dealers, Inc. through the Automated Confirmation Transaction Service (the "OTC Price"), during any period set forth below has exceeded the price for such period set forth below for at least 20 consecutive Trading Days (the "Market Criteria," and such 20-day period being the "Market Criteria Period") and (b) the Shelf Registration Statement with respect to the Conversion Shares is effective and available, then all of the Securities will be automatically converted on such date into that number of fully paid and nonassessable whole Conversion Shares obtained by applying the aforementioned Conversion Ratio; PROVIDED, HOWEVER, that if the Market Criteria is satisfied during the third year after the Closing Date, the conversion will not occur until the three-year anniversary of the Closing Date and will occur only if the Closing Price or OTC Price, as applicable, of the Common Stock of the Company is at least $2.80 on such date: 12 Months Beginning Closing Price ------------------- ------------- October 31, 1999 $2.80 October 31, 2000 $3.25 If Notes not called for redemption are converted (including pursuant to mandatory conversion) after a record date for the payment of interest and prior to the next succeeding Interest Payment Date, such Notes must be accompanied by funds equal to the interest payable on such succeeding Interest Payment Date on the principal amount so converted. The denominator of the Conversion Ratio is subject to adjustment (under formula set forth in the Indenture) in certain events, including: (i) the issuance of Common Stock as a dividend or distribution on Common Stock to all Holders of the outstanding Common Stock; (ii) certain subdivisions and combinations of the Common Stock; (iii) the issuance to all Holders of Common Stock of certain rights or warrants to purchase additional shares of Common Stock; (iv) the distribution to all holders of Common Stock of shares of capital stock of the Company (other than Common Stock) or evidences of indebtedness of the Company or assets (including securities, but excluding those rights, warrants, dividends and distributions referred to above and dividends and distributions in connection with the liquidation, dissolution or winding up of the Company or paid in cash); (v) distributions consisting of cash, excluding any quarterly, semi-annual, annual or other regularly scheduled cash dividend paid on the Common Stock; and (vi) payment in respect of a tender or exchange offer by the Company or any of its Subsidiaries for the Common Stock to the extent that the cash and value of any other consideration included in such payment per share of Common Stock exceeds the Current Market Price per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange. In the case of (i) any reclassification or change of the Common Stock, (ii) a consolidation, merger or combination involving the Company or (iii) a sale or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, in each case as result of which holders of Common Stock shall be entitled to receive stock, other securities, or other property or assets (including cash) with respect to or in exchange for such Common Stock, the Holders of the Securities then outstanding will be entitled thereafter to convert such Securities into the kind and amount of shares of stock, other securities or other property or assets which they would have owned or been entitled to receive upon such reclassification, change, consolidation, merger, combination, sale or conveyance had such Securities been converted into Common Stock immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. The Company from time to time may, to the extent permitted by law, reduce the denominator of the Conversion Ratio by any amount for any period of at least 20 days, in which case the Company shall give at least 15 days' notice of such reduction, if the Board of Directors has made a determination that such reduction would be in the best interests of the Company, which determination shall be conclusive. The Company may, at its option, make such reductions in the denominator of the Conversation Ratio as the Board of Directors deems advisable to avoid or diminish any income tax to holders of Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. If any Securities shall be called for redemption, the right to convert the Securities designated for redemption shall terminate at the close of business on the Trading Day next preceding the date fixed for redemption unless the Company defaults in the payment of the Redemption Price plus all accrued and unpaid interest. In the event of default in the payment of the Redemption Price, the right to convert the Securities designated for redemption shall terminate at the close of business on the Business Day immediately next preceding the final maturity date that such default is cured. The Company shall not be required to convert any Securities, and no surrender of Securities shall be effective for that purpose, while the stock transfer books of the Notes. Upon surrendering Company for the Common Stock are closed for any Note purposes (but not for conversionany period in excess of 15 days), but the Holder surrender of Securities for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such Note books, as if the conversion had been made on the date such books were reopened, and with the application of the Conversion Ratio in effect at the date such books were reopened. If a Security is converted into Conversion Shares on any date, then on and after such date such Security ceases to be outstanding and interest on it shall receivecease to accrue. The Conversion Shares, upon conversion of the Securities, when the same shall be issued in respect of each $1,000 principal amount of Notes: accordance with the terms hereof, are hereby declared to be and shall be fully paid and nonassessable shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (the “Conversion Rate”), which is based upon an initial Conversion Price of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject to adjustment as described in the Indenture. If a Holder receives shares of Common Stock upon conversion of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with in the hands of the Holders thereof. The Holders of Securities are not entitled, as such, to receive dividends or into other distributions, receive notice of any meeting of the stockholders, consent to any action of the stockholders, receive notice of any other Personstockholder proceedings, or to any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer of all or substantially all of the assets rights as stockholders of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiums.

Conversion. Subject to Sections 1.11 and upon compliance with the provisions of Article 4 of the Indenture1.12, at the option First Effective Time, by virtue of the Holder thereofFirst Merger and without any further action on the part of Parent, the Merger Subs, the Company, any portion stockholder of the principal amount Company or any other Person: (i) each share of this Note that is an integral multiple Company Capital Stock held in the Company’s treasury or owned by Parent, the Merger Subs, the Company or any direct or indirect wholly owned Subsidiary of $1,000 may Parent, the Merger Subs or the Company immediately prior to the First Effective Time (“Disregarded Shares”), if any, shall be extinguished and cancelled without payment of any consideration in respect thereof; (ii) all shares of Company Capital Stock issued and outstanding immediately prior to the First Effective Time held by each Non-Dissenting Stockholder (other than Disregarded Shares) shall be converted automatically into fully paid and non-assessable shares of Common Stock the right to receive: (A) at the Conversion RateClosing, determined as provided an interest, rounded to the nearest cent, in the Indenture, master promissory note issued by Parent in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes form attached hereto as Exhibit H (the “Conversion RateMaster Parent Promissory Note”), which is based upon an initial Conversion Price shall include, among other terms, the ability for the holders of approximately $6.22 per share. The Conversion Rate (and Conversion Price) are subject a majority of the outstanding principal amount interests in such Master Parent Promissory Note to adjustment as described in convert the Indenture. If a Holder receives Master Parent Promissory Note into shares of Parent Common Stock at any time upon conversion providing notice to Parent in writing, regardless of a Note, such Holder will also receive the associated rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from Master Parent Promissory Note has matured per its terms (the “Master Parent Promissory Note Acceleration”); provided, however, any shares of Parent Common Stock issuable upon conversion of the Master Parent Promissory Note shall only be subject to the Lock-Up Agreement to the same extent as the shares issued at the time of conversion unlessClosing (i.e., prior subject to conversionlock-up only during the 180 days immediately following the Closing Date), the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with the procedures for conversion set out in Section 4.03 of the Indenture. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. In order to exercise the conversion rightto: (1) the Holder product of any Definitive Note to be converted must (iI) complete and manually sign a notice the Per Share Closing Notes Amount times (II) the total number of conversion substantially in the form set forth on the reverse shares of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documentsCompany Capital Stock held by such Non-Dissenting Stockholder; or minus (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause (3) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date portion of such Fundamental Change and prior Non-Dissenting Stockholder’s Indemnification Escrow Fund Contribution Amount attributable to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market PriceCompany Capital Stock; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, minus (3) the consideration received triggering portion of such Designated Event, or Non-Dissenting Stockholder’s PPP Escrow Fund Contribution Amount attributable to such shares of Company Capital Stock; minus (4) a combination the portion of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding Non- Dissenting Stockholder’s Expense Fund Contribution Amount attributable to such shares of Common Company Capital Stock; (B) or any conveyanceat the Closing, sale or transfer of all or substantially all of the assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Parent Common Stock, rounded to the nearest whole share, equal to the product of (1) the Per Share Closing Stock into which Amount times (2) the total number of shares of Company Capital Stock held by such Non-Dissenting Stockholder; (C) an additional interest in the Amended Master Parent Promissory Note, rounded to the nearest cent, equal to such Non-Dissenting Stockholder’s portion of the Additional Closing Notes might have been converted Consideration, if any, attributable to such shares of Company Capital Stock when issuable pursuant to Section 1.13(e)(ii); (D) the number of shares of Parent Common Stock, rounded to the nearest whole share, equal to the product of (1) the Per Share Contingent Stock Amount (2021) times (2) the total number of shares of Company Capital Stock held by such Non- Dissenting Stockholder, if any, attributable to such shares of Company Capital Stock, when issuable pursuant to Section 1.7(a); (E) the number of shares of Parent Common Stock, rounded to the nearest whole share, equal to the product of (1) the Per Share Contingent Stock Amount (2022) times (2) the total number of shares of Company Capital Stock held by such Non- Dissenting Stockholder, if any, attributable to such shares of Company Capital Stock when issuable pursuant to Section 1.7(b); and (F) any cash disbursements required to be made from the Indemnification Escrow Fund, PPP Escrow Fund and the Expense Fund with respect to such shares to the former holder thereof in accordance with the Escrow Agreement, PPP Escrow Agreement and Section 11.1(f), if, as and when such disbursements are required to be made; and (iii) each share of common stock, par value $0.00001 per share, of Merger Sub I issued and outstanding immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture the First Effective Time shall provide for adjustments be converted automatically into one share of common stock of the Conversion Rate Surviving Corporation. From and Conversion Price which after the First Effective Time, all certificates representing the common stock of Merger Sub I shall be as nearly equivalent as may be practicable deemed for all purposes to represent the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances number of shares of Common Stock in excess common stock of that number of shares the Surviving Corporation into which they were converted in accordance with, and to with the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsimmediately preceding sentence.

Conversion. Subject to and upon compliance with the provisions of Article 4 of the Indenture, at the option of the Holder thereof, any portion of the (a) The initial Conversion Rate is 5.9467 Ordinary Shares per $1,000 principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Ratematurity, determined as provided subject to adjustment in certain events described in the Indenture, . A Holder that surrenders Securities for conversion will receive cash in effect lieu of any fractional Ordinary Share based on the closing price of the Ordinary Shares of the Company on the trading day immediately prior to the conversion date. (b) Holders may surrender Securities for conversion into Ordinary Shares if the Sale Price of the Ordinary Shares for at least 20 trading days in the time 30 trading day period ending on the first day of conversionsuch Conversion Period is more than 110% of the Accreted Conversion Price per Ordinary Share as determined by the Conversion Agent on the first day of the Conversion Period. The A "Conversion Period" will be the period from and including the thirtieth trading day in a fiscal quarter to but not including the thirtieth trading day in the immediately following fiscal quarter. (c) A Holder may also surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date a Security or portion of a Security which has been called for redemption pursuant to Paragraph 5 hereof, and such Securities may be surrendered for conversion until the close of business on the Business Day immediately preceding prior to the final maturity Redemption Date. A Security in respect of which a Holder has delivered a Purchase Notice or a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. (i) Holders may also surrender Securities for conversion into Ordinary Shares during the five trading day period beginning 10 Business Days following any consecutive 10 trading-day period in which the average of the trading prices for a Security was less than 95% of the average Parity Value (as defined below) for that period. The "trading price" of the Securities on any date of determination means the Notesaverage of the secondary market bid quotations per Security obtained by State Street Bank and Trust Company for $10,000,000 principal amount at maturity of the Securities at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company; provided that if at least three such bids cannot reasonably be obtained by State Street Bank and Trust Company, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by State Street Bank and Trust Company, this one bid shall be used. Upon surrendering any Note If State Street Bank and Trust Company cannot reasonably obtain at least one bid for conversion$10,000,000 principal amount of maturity of the Securities from a nationally recognized securities dealer or in the reasonable judgment of the Company, the Holder bid quotations are not indicative of the secondary market value of the Securities, then the trading price of the Securities will equal (a) the then-applicable conversion rate of the Securities multiplied by (b) the closing price on the New York Stock Exchange of the Company's Ordinary Shares on such Note determination date; provided that the Trustee shall not determine the trading price of the Securities unless requested by the Company; and provided, further, that the Company shall have no obligation to make such request unless a holder of Securities provides the Company with reasonable evidence that the trading price of the Security may be less than 95% of the average Parity Value; and at which time, the Company shall instruct the Trustee to determine the trading price of the Securities beginning on the next trading day on each successive trading day until the trading price is greater than or equal to 95% of the Parity Value of the Securities. The Trustee shall be entitled to select the appropriate method for determining the trading price of the Securities and shall be entitled to all of the rights of the trustee set forth in the Indenture in connection with any such determination. Any such determination shall be conclusive absent manifest error. The "Parity Value" of the Securities on any date of determination means the product of (x) the Sale Price of the Ordinary Shares on such date and (y) the number of Ordinary Shares including fractional shares into which such Securities are convertible on such date. (ii) If at conversion the Sales Price of the Ordinary Shares is greater than 100% of the Accreted Conversion Price but equal to or less than the 110% of the Accreted Conversion Price, then the Holders will receive, in respect lieu of each $1,000 principal amount of Notes: shares of Common Stock at an initial conversion rate of 160.772 shares per $1,000 principal amount of Notes (Ordinary Shares based on the “applicable Conversion Rate”, cash or Ordinary Shares, or a combination of both cash and Ordinary Shares, with a value equal to the then Accreted Value of the Securities on the Conversion Date (an "Accreted Value Conversion"). If there is an Accreted Value Conversion, which is based the Ordinary Shares will be valued at 100% of the average Sales Price for the five trading days ending on the third day prior to the date of conversion. If the Company elects to pay all or a portion of the Accreted Value upon an initial Accreted Value Conversion Price in Ordinary Shares, the Company will notify holders not less than five Business Days prior to the beginning of approximately $6.22 the five day period in which Holders can convert their Securities pursuant to an Accreted Value Conversion. (e) In the event that the Company declares a dividend or distribution described in Section 10.7 of the Indenture, or a dividend or a distribution described in Section 10.8 of the Indenture where the fair market value of such dividend or distribution per share. The Conversion Rate (and Conversion Price) are subject to adjustment Ordinary Share, as described determined in the Indenture. If , exceeds 12.5% of the Sale Price of an Ordinary Share as of the Business Day prior to the date of declaration for such distribution, the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall be not less than 20 days prior to the Ex-Dividend Time for such dividend or distribution and Securities may be surrendered for conversion at any time thereafter until the close of business on the Business Day prior to the Ex-Dividend Time or until the Company announces that such distribution will not take place. (f) A Holder may surrender for conversion a Holder receives shares of Common Stock upon conversion Security or portion of a NoteSecurity during such period, if any, as (i) the credit rating assigned to the Securities by Standard & Poor's Rating Group is below BBB+, (ii) the credit rating assigned to the Securities by such Holder will also receive rating agency is suspended or withdrawn or (iii) such rating agency is no longer rating the associated rights under any stockholder rights plan that Securities. (g) In the event the Company is a party to a consolidation, merger or binding share exchange, as set forth in Section 5.1 of the Indenture, pursuant to which the Ordinary Shares would be converted into cash, securities or other property as set forth in Section 10.15 of the Indenture, the Securities may adopt, whether or not be surrendered for conversion at any time from and after the rights have separated from the Common Stock at the time of conversion unless, date which is 15 days prior to the date the Company announces as the anticipated effective time until 15 days after the actual date of such transaction. (h) To surrender a Security for conversion, the rights have expired, terminated or been exchanged. To convert a Note, a Holder must comply with (1) complete and manually sign the procedures for irrevocable conversion set out in Section 4.03 notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Indenture. Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required. (i) A Holder may convert a portion of a Note equal to Security if the principal amount at maturity of such portion is $1,000 or any an integral multiple thereofof $1,000. In order to exercise No payment or adjustment will be made for dividends on the conversion right: (1) the Holder of any Definitive Note to be converted must (i) complete and manually sign a notice of conversion substantially Ordinary Shares except as provided in the form set forth Indenture. Except as provided in Paragraph 1 hereof, on the reverse conversion of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2)a Security, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal will not receive any cash payment representing accrued interest with respect to the converted Securities. Instead, upon conversion the Company will deliver to the Holder a fixed number of Ordinary Shares and any cash payment to account for fractional shares. Accrued interest payable on the next Interest Payment Datewill be deemed paid in full rather than canceled, extinguished or forfeited. The date on which a Holder of a Definitive Note or holder of a beneficial interest Company will not adjust the Conversion Rate to account for accrued interest. (j) The Conversion Rate will be adjusted as provided in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 10 of the Indenture. On and after The Company may increase the Conversion DateRate for at least 20 days, so long as the conversion by increase is irrevocable during such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable. In case of a transaction described in clause period. (3k) of the definition of Fundamental Change in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), If the Company shall pay such Holder is a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal party to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15a consolidation, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to merger or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, binding share exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or a transfer of all or substantially all of its assets as set forth in Section 5.1 of the Indenture, or upon certain distributions described in Section 10.8 of the Indenture, the right to convert a Security into Ordinary Shares may be changed into a right to convert it into securities, cash or other assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsanother person.

Conversion. Subject to and upon compliance with the provisions next two succeeding sentences, a Holder of Article 4 a Security may convert it into Common Stock of the Indenture, at the option of the Holder thereof, any portion of the principal amount of this Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as provided in the Indenture, in effect at the time of conversion. The Holder may surrender Notes for conversion at the applicable Conversion Rate Company at any time after before the Exchange Offer Completion Date until close of business on provided, however, that if a Security is called for redemption, the Holder -------- ------- may convert it at any time before the close of business on the Business Day immediately preceding the final maturity date Redemption Date. The number of the Notes. Upon surrendering any Note for conversion, the Holder of such Note shall receive, in respect of each $1,000 principal amount of Notes: shares of Common Stock at an initial to be delivered upon conversion rate of 160.772 shares a Security into Common Stock per $1,000 principal amount of Notes (Principal Amount shall be equal to the “Conversion Rate”), . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the notice of exercise is based upon an withdrawn in accordance with the terms of the Indenture. The initial Conversion Price Rate is shares of approximately Common Stock per $6.22 per share. The Conversion Rate (and Conversion Price) are 1,000 Principal Amount, subject to adjustment as in certain events described in the Indenture. If The Company will deliver cash or a check in lieu of any fractional share of Common Stock. The Holders' right to convert Securities into shares of Common Stock is subject to the Company's right to elect to instead pay such Holder receives the amount of cash set forth in the next succeeding sentence in lieu of delivering such shares of Common Stock; provided, however, that if such payment of cash is not permitted pursuant to the provisions of the Indenture or the provisions of any other agreement or instrument to which the Company is a party or by which it is bound or otherwise, the Company shall deliver shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with Article 10 of the Indenture, whether or not the Company has delivered a notice pursuant to Section 10.02 to the effect that the Securities will be paid in cash. The amount of cash to be paid for each $1,000 Principal Amount of a Security shall be equal to the Sale Price of a share of Common Stock on the Trading Day immediately prior to the related Conversion Date multiplied by the Conversion Rate in effect on such Trading Day. The Company shall not pay cash in lieu of delivering shares of Common Stock upon the conversion of any Security pursuant to the terms of Article 10 of the Indenture (other than cash in lieu of fractional shares) if there has occurred (prior to, on or after, as the case may be, the Conversion Date or the date on which the Company delivers its notice of whether each Security shall be converted into shares of Common Stock or cash) and is continuing an Event of Default (other than a Notedefault in such payment on such Securities), provided, however, that this sentence shall not apply in the event that an Event of Default occurs after such cash is paid. In the event the Company exercises its option pursuant to Section 11.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on the conversion to receive the same number of shares of Common Stock such Holder will also receive would have received if the associated rights under Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any stockholder rights plan Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company may adopt, whether or not on any Interest Payment Date subsequent to the rights have separated from the Common Stock at the time date of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged. To convert a Note, Security a Holder must comply with (i) complete and manually sign the procedures for conversion set out notice on the back of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 4.03 4.05 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary", which term includes any successor thereto) the appropriate instruction form for conversion pursuant to DTC's book-entry conversion program, (ii) surrender the Security to a Conversion Agent by physical or book-entry delivery (which is not necessary in the case of conversion pursuant to DTC's book-entry conversion program), (iii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (iv) pay any transfer or similar tax, if required. Book-entry delivery of a Security to the Conversion Agent may be made by any financial institution that is a participant in DTC; conversion through DTC's book-entry conversion program is available for any security that is held in an account maintained at DTC by any such participant. A Holder may convert a portion of a Note equal to Security if the Principal Amount of such portion is $1,000 or any an integral multiple thereofof $1,000. In order to exercise the conversion right: (1) the Holder of any Definitive Note to No payment or adjustment will be converted must (i) complete and manually sign a notice of conversion substantially in the form set forth made for dividends on the reverse of this Note (the “Conversion Notice”), (ii) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent and the Company, and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests Common Stock except as provided in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent. In the case of either (1) or (2), the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of Section 4.03(a) of the Indenture shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of Article 4 of the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 8 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 9 hereof, the later of (x) the date of such exercise and after (y) the date on which interest was last paid), to the Conversion DateDate with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed paid in full to the conversion by Holder thereof through the delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof. The Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights, warrants or options to purchase Common Stock for a period expiring within 60 days at less than the Sale Price at the Time of Determination; and distributions to such Holder holders of assets or holderdebt securities of the Company or certain rights, as set forth warrants or options to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion NoticeRate. If the Company is a party to a consolidation, shall become irrevocable. In case of a transaction described in clause (3) merger or binding share exchange of the definition of Fundamental Change type specified in the Indenture, solely upon receipt by the Conversion Agent of any Holder’s Conversion Notice on or subsequent to the effective date of such Fundamental Change and prior to the forty-fifth (45th) day following such effective date (or, if earlier and to the extent applicable, the close of business on the second Business Day immediately preceding the Designated Event Repurchase Date (as specified in the Designated Event Notice)), the Company shall pay such Holder a make-whole premium within twenty (20) days after the consummation of such Designated Event. This make-whole premium will be equal to the present value on the effective date of such Fundamental Change of all required interest payments on the Notes as if paid in cash from the effective date of such Fundamental Change through November 15, 2010 (including any accrued but unpaid interest), computed using a discount rate equal to the Reinvestment Yield (the “Designated Event Make-Whole Amount”). Holders will only be eligible to receive the Designated Event Make-Whole Amount if the Closing Sale Price of the Common Stock immediately following the announcement of such Fundamental Change is equal to or greater than $7.04 and less than $21.12 (as such prices may be adjusted for stock splits, stock dividends, and similar events pursuant to the terms of the Indenture). Such payment shall be payable, at the Company’s option, in (1) cash, (2) shares of Common Stock at a 5.0% discount to the Current Market Price; provided that the issuance of shares of Common Stock in payment of this make-whole premium will be subject to the Nasdaq Stock Market rules, which may require shareholder approval in certain circumstances, (3) the consideration received triggering such Designated Event, or (4) a combination of cash, shares and such consideration. In the case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any conveyance, sale or transfer transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company, the Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall notify the Trustee and the Holders at least ten (10) days prior to the record date for such transaction, or if there is no record date, at least ten (10) Trading Days prior to the anticipated effective date for such transaction. The Company, or such successor, purchasing or transferee corporation, as the case may be, as a condition precedent to such consolidation, merger, conveyance, sale or transfer, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right thereafter to convert Notes only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale or transfer by a holder of the number of shares of Common Stock into which such Notes might have been converted immediately prior to such consolidation, merger, conveyance, sale or transfer. Such supplemental indenture shall provide for adjustments of the Conversion Rate and Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate and Conversion Price provided for in Article 4 of the Indenture. If, in the case of any such consolidation, merger, conveyance, sale or transfer, the securities, cash and other property receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, conveyance or sale, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. Notwithstanding any other provision of this Note or the Indenture, in no event will the Company issue more than an aggregate of 30,106,403 shares of Common Stock upon conversion of the Notes and in payment of any make-whole premium obligations unless the Company has previously received stockholder approval for issuances of shares of Common Stock in excess of that number of shares in accordance with, and to the extent required by, the Nasdaq Stock Market rules, and any Holder who would otherwise be entitled to receive shares of Common Stock upon such conversion of the Notes in excess of such number shall instead be entitled to receive cash in an amount equal to the Current Market Price in lieu of each share that such Holder would otherwise be entitled to receive in excess of such number. If the Company obtains stockholder approval for issuances of shares of Common Stock in excess of such number, to the extent required by the Nasdaq Stock Market rules, the Company will have the option to either pay Holders cash or issue shares of Common Stock upon such conversions and payments of make-whole premiumsanother person.