Common use of Conversion Clause in Contracts

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

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

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

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

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

Conversion. (a) At any time following Each share of Series B Preferred Stock may, at the receipt election of the Required Stockholder Approval and the effectiveness of the Charter Amendmentholder thereof, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, be converted into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that at any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and time after the effectiveness of a certificate of amendment to the Charter Amendment, Certificate of Incorporation duly with the Company shall convert (Secretary of State if Delaware that increases the “Mandatory Conversion”) any outstanding Notes into a authorized number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion EventTrigger Date”). Upon , and each share of Series B Preferred Stock shall be automatically converted into shares of Common Stock on the occurrence later of the Mandatory Conversion Event, Trigger Date or thirty (30) days after the conclusion of the second annual meeting of the stockholders of the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence this Certificate of the Optional Conversion or the Mandatory Conversion Designation (such date, later date being referred to as the “Conversion Date”). The accrued Any conversion under this Section III (a) shall entitle the each holder (a “Holder") of the Series B Preferred Stock to receive 1,000 shares of Common Stock for each share of Series B Preferred Stock (subject to appropriate adjustment for fractional shares of Series B Preferred Stock and unpaid interest on in the event of any Note being converted pursuant to an Optional Conversion stock dividend, stock split, combination or Mandatory Conversion other recapitalization). Upon the entire conversion of the Series B Preferred Stock, the Series B Preferred Stock shall be added returned to the principal amount 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 Note being 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 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) If 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 to which such holder shall be entitled; provided however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of any Series B Preferred Stock until the Series B Preferred Stock is either delivered to the Company or any transfer agent for the Series B Preferred Stock or Common Stock, or the Holder exercises its right notifies the Company that such Series B Preferred Stock has been lost, stolen or destroyed and provides an agreement reasonably acceptable to require the Company to repurchase its Notes pursuant 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 Prepayment Offer or a Change 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 Control Offer 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 Section 4.10 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 Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to by agreement and will not have its Notes repurchased been issued in connection with such Prepayment Offer violation of any preemptive rights or Change rights of Control Offerfirst refusal or similar rights. (e) In case of any split or reclassification of the event that common stock, any Holder notified conversion or consolidation or merger of the Company with or into another Person, the sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange, or any other action whatsoever, (1) in the case of an Optional Conversion pursuant to Section 12.01(aeach a “Reclassification Event”), at any time beginning then each holder of Series B Preferred Stock then outstanding shall have the right thereafter to convert such Series B Preferred Stock into the shares of stock and other securities and property receivable upon or deemed to be held by holders of common stock of the Company following such Reclassification Event, based on the date conversion rate of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding 1,000 shares of Common Stock or otherwise be deemed to be an “affiliate” for each share of Series B Preferred Stock (in the Company for purposes of event the Securities Act and/or the Exchange upon such conversionproperty is cash, then the Company will promptly enter into a Registration Rights Agreement covering Holder shall have the right to convert the Series B Preferred Stock, based on the conversion rate of 1,000 shares of Common Stock received 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 conversionevent to receive such amount of securities and property as the shares of the Common Stock into which such Series B Preferred Stock could have been converted immediately prior to such Reclassification Event would have been entitled. The terms of any such Reclassification Event shall include such terms so as to continue to give to the holder the right to receive the securities or property set forth in this Section III (e) upon any conversion following such Reclassification Event. This provision shall similarly apply to successive Reclassification Events. (f) At The issuance of certificates for shares of Common Stock on conversion of Series B Preferred Stock shall be made without charge to the request 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 Holder, transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will shall not be an “affiliate” required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)that such tax has been paid.

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

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

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

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

Conversion. (a) At any time following Subject to the receipt terms and conditions of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding NotesIndenture, at any time or times after the Issue Date, a Holder of a Security may convert the Principal Amount of such Security (or any portion thereof) into shares of the Company's common stock at the Conversion Price. The Conversion Price in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such Holder's Securities so long as the Securities converted are an integral multiple of $1,000 Principal Amount. Holders converting any Securities or portions thereof shall be entitled to receive any accrued and from time to time, unpaid interest on any Business Day, prior the Principal Amount being converted as of the Conversion Date to the earliest of (1) if applicable, with respect to a Note called extent provided for redemption, in the Indenture. If the Conversion Date occurs between the close of business on the Business Day Record Date and the opening of business on the immediately preceding following Interest Payment Date, the Redemption Company shall pay to the applicable Holder in cash, on such Interest Payment Date, an amount equal to the accrued and unpaid interest through the Conversion Date on the Principal Amount of Securities such Holder is converting; provided, however, if the Company pays such Holder on such Interest Payment Date an amount equal to the interest otherwise payable to such Holder as if such Holder had not converted any Security or portion thereof prior to such Interest Payment Date, such Holder shall promptly pay to the Company an amount equal to the difference between (1) such interest payment received and (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of accrued and unpaid interest through the Notes (plus cash Conversion Date for the Principal Amount converted by such Holder. [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of a deposit or withdrawal of an interest in lieu this Security, including an exchange, transfer, repurchase or conversion of fractional shares this Security in part only, the Trustee, as custodian of Common Stock the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] [INCLUDE IF SECURITY IS A RESTRICTED SECURITY -- Subject to certain limitations in the Indenture, at any time when the Company is not subject to Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d13 or 15(d) of the United States Securities Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment1934, the Company shall convert as amended (the “Mandatory Conversion”) "EXCHANGE ACT"), upon the request of a Holder or any outstanding Notes into beneficial owner of a number Restricted Security or holder or beneficial owner of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Eventissued upon conversion thereof, the Company shall deliver notice will promptly furnish or cause to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own furnished Rule 144A Information (as determined in accordance with Section 13(ddefined below) of and any reports required to be filed by them under the Exchange Act and the rules and regulations promulgated thereunderor Securities Act (as defined below) in excess to such Holder or any beneficial owner of 9.99% Restricted Securities, or holder or beneficial owner of the outstanding shares of Common Stock issued upon conversion thereof, or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request prospective purchaser of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).such

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

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

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

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

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

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

Conversion. Each share of Series B Preferred Stock may, at the option of the holder thereof, be converted into 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) At any 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 Value on the date of conversion by the applicable Conversion Price. (b) The Conversion Price shall be subject to adjustment from time following to time as follows: (i) In case the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes Corporation shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and or from time to timetime after the original issuance of the Series B Preferred Stock declare a dividend, or make a distribution, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional outstanding shares of Common Stock in accordance with Section 12.03); provided that any Holder either case, in shares of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% Common Stock, or effect a subdivision, combination, consolidation or reclassification of the outstanding shares of Common Stock upon conversion into a greater or lesser number of shares of Common Stock, then, and in each such Holder’s Notes case, the Conversion Price in effect immediately prior to such event or the record date therefor, whichever is earlier, shall be required to provide 61 days’ written notice to adjusted by multiplying the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentPrice by a fraction, the Company shall convert (numerator of which is the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount that were outstanding immediately prior to such event and the denominator of Notes equal 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 record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of any such subdivision, reclassification, consolidation or combination, at the close of business on the day upon which such corporate action becomes effective. (ii) In addition to the foregoing adjustments in subsections (i), the Corporation will be permitted to make such reductions in the Conversion Rate 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 holders of the 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 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 holder of such shares of Series B Preferred Stock the 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 subsection (iv) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 8 shall be made to the 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 (other than a reclassification covered by paragraph (b) (i) of this Section 8), or in case of any consolidation or merger of the 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 in effect be entitled to the acceleration and immediate vesting of all dividends such holder would have accrued on and prior to the Third Anniversary, and (plus cash y) each share of Series B Preferred Stock then outstanding shall thereafter be convertible into, in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal issuable upon such conversion prior to the Threshold Price 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 effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”any tender or exchange offer that is a step in such Transaction). Upon In any such case, if necessary, appropriate adjustment (as determined by the occurrence Board of Directors) shall be made in the application of the Mandatory Conversion Event, provisions set forth in this Section 8 with respect to rights and interests thereafter of the Company shall deliver notice holders of shares of Series B Preferred Stock to the Holders end that the provisions set forth herein for the protection of the Notesconversion 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 Trustee 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 Conversion Agent (if provisions hereof as the Board of Directors shall determine to be appropriate). In case securities or property other than the Trustee) (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 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 Eventother 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) Interest shall cease to accrue on any Notes on limit the date rights of occurrence holders of the Optional Conversion or Series B Preferred Stock to convert the Mandatory Conversion (such date, Series B Preferred Stock in connection with the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being convertedTransaction. (d) If a Holder exercises The holder of any shares of Series B Preferred Stock may exercise its right to require convert such shares into shares of Common Stock by surrendering for such purpose to the Company 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 repurchase its Notes pursuant be converted duly endorsed to the Corporation in blank accompanied by a Prepayment Offer written notice stating that such holder elects to convert all or a Change specified whole number of Control Offer such shares in accordance with the provisions of this Section 4.10 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 Section 4.15, respectively, such Holder may convert its Notes into delivery of shares of Common Stock only 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 it withdraws its election 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 its Notes repurchased 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 connection with 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 Prepayment Offer or Change shares of Control OfferCommon Stock at such time. (e) Notwithstanding any other provisions 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 event 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 the Corporation with or into another corporation, or any sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety, or there shall be a 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, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that any Holder notified the Company (1) in the case of an Optional Conversion pursuant any Transaction to Section 12.01(a), which paragraph (c) applies the Corporation shall give at any time beginning on least thirty (30) days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the provision Common Stock and of the Optional Conversion Notice and ending with the effectiveness Series B Preferred Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock or Series B Preferred Stock for securities or other property deliverable upon such Optional Conversionreorganization, and (2) reclassification, consolidation, merger, sale or conveyance, or participate in such dissolution, liquidation or winding up, as the case may be. (h) Whenever the number of a Mandatory Conversion pursuant shares of Common Stock into which each share of Series B Preferred Stock is convertible (or the number of votes to which each share of Series B Preferred Stock is entitled) is adjusted as provided in Section 12.01(b)8 hereof, at any time beginning with the date Corporation shall promptly mail to the holders of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% record of the outstanding shares of Common Series B Preferred Stock or otherwise be deemed to be an “affiliate” at their respective addresses as the same shall appear in the Corporation's stock records a notice stating that the number of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon into which the shares of Series B Preferred Stock are convertible has been adjusted and setting forth the new number of shares of Common Stock (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 conversion. (f) At the request of any Holderadjustment, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” a brief statement of the Company for purposes of facts requiring such adjustment and the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)computation thereof, and when such adjustment became effective.

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

Conversion. The shares of Series A Preferred Stock are not convertible into or exchangeable for any other property or securities of the Corporation, except as provided in this Section 9. (a) At any time following Upon the receipt occurrence of a Change of Control involving the Required Stockholder Approval and the effectiveness issuance of the Charter Amendmentadditional shares of Common Stock or other Change of Control transaction, Holders in each case, approved by holders of the Notes Common Stock, each holder of shares of Series A Preferred Stock shall have the right convert (the “Optional Conversion”) their outstanding Notesright, at any time and from time to time, on any Business Dayunless, prior to the earliest Change of (1) if applicable, with respect to a Note called for redemptionControl Conversion Date, the close Corporation has provided or provides notice of business on its election to redeem the Business Day immediately preceding Series A Preferred Stock pursuant to the Redemption Date Right or (2) Special Optional Redemption Right, to convert some or all of the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate Series A Preferred Stock held by such holder (the “Change of Control Conversion RateRight”) on the Change of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Control Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes Date into a number of shares of Common Stock, per share of Series A Preferred Stock per $1,000 principal amount of Notes to be converted (the “Common Stock Conversion Consideration”) equal to the lesser of (A) the quotient obtained by dividing (i) the sum of (x) the $25,000 liquidation preference per share of Series A Preferred Stock to be converted plus (y) the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Rate then Date (unless the Change of Control Conversion Date is after a Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case no additional amount for such accrued and unpaid dividends will be included in such sum) by (ii) the Common Stock Price and (B) [●]8 (the “Share Cap”), subject to the immediately succeeding paragraph. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Common Stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Stock as follows: the adjusted Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (plus cash ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split. In the case of a Change of Control pursuant to which shares of Common Stock shall be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of shares of Series A Preferred Stock shall receive upon conversion of such shares of Series A Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of Common Stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration”; and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, shall be referred to herein as the “Conversion Consideration”). 8 In connection with the Merger, the Share Cap shall be determined and included at Closing equal to the number of shares issuable based on conversion at a Common Stock Price per share of Common Stock equal to 50% of the average of the closing sales prices per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the date immediately prior to the Effective Time (as defined in lieu the Merger Agreement). In the event that holders of fractional shares) if Common Stock have the Daily VWAP opportunity to elect the form of consideration to be received in the Change of Control, the Conversion Consideration will be deemed to be the kind and amount of consideration actually received by holders of a majority of the Common Stock exceeds that voted for such an election (if electing between two types of consideration) or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence holders of a plurality of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent Common Stock that voted for such an election (if other electing between more than the Trustee) (such noticetwo types of consideration), a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in as the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversionmay be, and (2) in the case of a Mandatory Conversion pursuant will be subject to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares limitations to which all holders of Common Stock or otherwise be deemed are subject, including, without limitation, pro rata reductions applicable to be an “affiliate” any portion of the Company for purposes consideration payable in the Change of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionControl. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

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

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

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

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

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

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

Conversion. (a) At Each Note may be converted at any time following time, in whole or in part, at the receipt option of the Required Stockholder Approval holder thereof, in the manner hereinafter provided, into fully-paid and nonassessable shares of Common Stock. The Notes shall automatically be converted into shares of Common Stock at the effectiveness then effective Conversion Price for such shares with the consent of the Charter Amendment, Holders of Majority Holders. (b) The initial conversion rate for the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest be 100 shares of (1) if applicable, with respect to a Note called Common Stock for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per each $1,000 in aggregate principal amount of the Notes representing an initial Conversion Price (plus cash in lieu for purposes 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(d10) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% $10.00 per share of the outstanding Common Stock. The applicable conversion rate and Conversion Price from time to time in effect is subject to adjustment as hereinafter provided. (c) The Company shall not issue fractions of shares of Common Stock upon conversion of such Holder’s the Notes shall or scrip in lieu thereof. If any fraction of a share of Common Stock would, except for the provisions of this Section 9(c), be required to provide 61 days’ written notice to issuable upon conversion of either Note or the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentNotes, the Company shall convert (in lieu thereof pay to the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal person entitled thereto an amount of Notes in cash equal to the Conversion Rate then in effect (plus cash in lieu Market Price of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal such fraction, calculated to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days nearest one-hundredth (the “Mandatory Conversion Event”). Upon the occurrence 1/100) of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being convertedshare. (d) If a Holder exercises its right to require 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 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 repurchase its Notes pursuant be sent by mail, first class, postage prepaid, to a Prepayment Offer or a Change the holders of Control Offer the Notes. If such notice relates to an adjustment resulting from an event referred to in accordance with Section 4.10 or Section 4.15, respectivelyparagraph 10(g), such Holder may convert its Notes into Common Stock only if it withdraws its election notice shall be included as part of the notice required to have its Notes repurchased in connection with such Prepayment Offer or Change be mailed and published under the provisions of Control Offerparagraph 10(g) hereof. (e) In order to exercise the event that any Holder notified 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 (1with address) in which the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, subject to any restrictions on transfer relating to such Note or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon 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 certificates and notice shall be the conversion date. As soon as practicable after receipt of such notice and the surrender of the as aforesaid, the Company 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 the number of full shares of Common Stock issuable on such conversion in 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 conversion. (f) At Upon any conversion of all or any part of the request Notes hereunder, the holders of the Notes shall be entitled to receive, at the election of the Company, cash in respect of any Holderaccrued but unpaid interest or additional shares of Common Stock equal to the amount of accrued but unpaid interest as of the date of conversion, divided by the 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 as 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 use take any corporate action which may, in the opinion of its reasonable efforts to cooperate with such Holder to confirm with brokers counsel, be necessary in order that such Holder will not be an “affiliate” of the Company for purposes may validly and legally issue fully-paid and nonassessable shares of the Securities Act and/or the Exchange Act upon any Optional such Common Stock at such adjusted Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)Price.

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

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

Conversion. (a) At any time following the receipt This Note is convertible into common stock, $0.001 par value per share of the Required Stockholder Approval Borrower (“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 outstanding principal balance of this Note, including the amount of any PIK Interest, together with accrued and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert unpaid interest thereon (the “Optional ConversionConversion Principal”) their outstanding Notes), into fully paid and nonassessable shares of Common Stock. The right to convert may be exercised by Holder at any time after three (3) months following the date hereof; provided, however, that Holder’s right to convert may not be exercised for the six (6) month period (the “Non-Conversion Period”) following the date on which the Borrower files a registration statement with the Securities and from time Exchange Commission for the purpose of registering shares to timebe offered by the Borrower in a rights offering to its stockholders, so long as at all times during the Non-Conversion Period, the Borrower is taking all reasonable steps to effectuate the consummation of the rights offering. 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 any Business Daythe 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 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 made immediately prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding date of surrender of this Note, and the Redemption Date person or (2) persons entitled to receive the close Conversion Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “such Conversion Rate”) Shares as of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of such date. iv. No fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon shall be issued on conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06this Note. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) v. In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), Borrower should at any time beginning on or from time to time after the date of hereof fix a record date for the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% split or subdivision of the outstanding shares of Common Stock or otherwise be deemed the determination of holders of Common Stock to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the receive dividends or other distributions payable in additional shares of Common Stock received 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 conversionincrease or potential increase of outstanding shares of Common Stock. (f) At vi. If the request number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price for this Note shall be appropriately increased so that the number of shares of Common Stock issuable on conversion hereof shall be decreased in 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 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 Company Borrower will use its reasonable best efforts to cooperate with 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 to confirm with brokers that such Holder will upon the conversion, in whole or in part, of the outstanding principal balance of this Note shall not be an “affiliate” subject to the provisions of any anti-takeover laws and regulations of any governmental authority, including without limitation, the applicable provisions of the Company for purposes Nevada Revised Statutes, and any provisions of an anti-takeover nature adopted by the Securities Act and/or Borrower or any of its subsidiaries or contained in the Exchange Act upon Borrower’s Articles of Incorporation, Bylaws, or the organizational documents of any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)of its subsidiaries, each as amended.

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

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

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

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

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

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

Conversion. (a) At the Holder’s option any and all portions of this Debenture and any and all accrued and unpaid Interest may be converted into the common stock of the Company, $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 following prior to or on the receipt Maturity Date. (b) The Debenture shall be convertible into such number of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert Common Stock (the “Optional ConversionDebenture Shares”) their outstanding Notesas will be determined by dividing the principal amount of the Debenture, at any time and from time to timeall accrued Interest, on any Business Dayif any, prior by the Per Share Conversion Price. The Per Share Conversion Price equals One Dollar ten cents ($1.10), subject to the earliest adjustment for any reverse or forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that may occur after the date of this Agreement. (1c) if applicable, with respect The Company agrees that such D▇▇▇▇▇▇▇▇ Shares shall be deemed to a Note called for redemption, be issued to the Holder as the record holder of such shares as of the close of business on the Business Day immediately preceding date of the Redemption Date or (2) Holder’s issuance of the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate Conversion Notice (the “Conversion RateNotice Date”) of 81.2 shares per $1,000 principal amount of ). A stock certificate for the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that shall be delivered to the Holder within ten (10) trading days following the Conversion Notice Date. No adjustments shall be made to the number of shares issuable upon conversion of this Debenture for any Holder cash dividends paid or payable to holders of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares record of Common Stock upon conversion prior to the date as of which the Holder shall be deemed to be the record holder of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being convertedDebenture Shares. (d) If a The Company hereby agrees that the Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to shall have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) certain registration rights as set forth in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionSettlement Agreement. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

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

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

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

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

Conversion. (a) At The Holder of any time following Security has the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendmentright, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, exercisable at any time and from time prior to 5:00 p.m., New York City time, on March 15, 2030, to convert the principal amount thereof (or any Business Day, prior to portion 104 thereof that is an integral multiple of $27) into shares of Capital Stock at the earliest initial conversation rate of 0.73 shares of Capital Stock for each $27 in aggregate principal amount of Securities (1) if applicable, with respect equivalent to a Note conversion price of $37 per share of Capital Stock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date or Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Business Day immediately preceding Regular Record Date for the Maturity payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, into Common Stockthen, at notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the registered Holder of such Security on such Regular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a conversion rate (Security is determined by dividing the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of Security converted by the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Applicable Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, Date. No fractional shares will be issued upon conversion but 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 cash adjustment will be made for any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”)fractional interest. The accrued and unpaid interest on outstanding principal amount of any Note being converted pursuant to an Optional Conversion or Mandatory Conversion Security shall be added to reduced by the portion of the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes thereof converted into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionCapital Stock. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

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

Conversion. (a) At any time following on or prior to the receipt of Maturity Date, (i) without Shareholder Approval, the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes Agent shall have the right to convert (the any such conversion, a “Optional Conversion”) their outstanding Notesany portion of the principal and accrued interest of the Term Loans into shares of common stock, at any time and from time to time, on any Business Day, prior to the earliest no par value of Parent (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into “Parent Common Stock, at a conversion rate (the “Conversion Rate”) that represent, in the aggregate in the event of 81.2 more than one conversion election pursuant to this clause (i), a number of shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99not exceeding 19.90% of the outstanding shares of Parent Common Stock as of the date hereof and equaling the total amount of principal and accrued interest of the Term Loans being Converted divided by the Conversion Price upon conversion Agent’s delivery of notice of its intent to effectuate such Conversion (any such notice, a “Conversion Notice”) and (ii) with Shareholder Approval, the Agent shall have the right to Convert any portion of the principal and accrued interest of the Term Loans into shares of Parent Common Stock in any amount and equaling the total amount of principal and accrued interest of the Term Loans being Converted divided by the Conversion Price upon Agent’s delivery of a Conversion Notice. Notwithstanding anything herein to the contrary, if any ABL Obligations are outstanding at the time of such Holder’s Notes Conversion, the amount of Parent Common Stock held by the Agent shall not exceed the Conversion Cap. Any Conversion shall be treated as a prepayment of Term Loans hereunder and the outstanding balance of the Term Loans shall be reduced by the amount so repaid upon such Conversion. Upon receipt of Agent’s Conversion Notice, the Borrowers shall cause the Conversion as promptly as possible and shall use commercially reasonable efforts to promptly (and in any event within sixty (60) days of the applicable Conversion Notice) obtain any Shareholder Approval required to provide 61 days’ written notice to the Company prior to any such conversion. The effectuate a Conversion Rate is subject to adjustment pursuant to Section 12.06clause (ii) hereof. (b) Following All costs and expenses (including filing fees) with respect to filings under any applicable antitrust laws shall be borne by Parent. Parent shall pay any documentary, stamp or similar issue or transfer tax due on the receipt issue of the Required Stockholder Approval Conversion Shares. Parent shall reserve (and shall keep available and free from preemptive rights) and shall continue to reserve out of its authorized but unissued Parent Common Stock a sufficient number of Parent Common Stock to permit the effectiveness issuance of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then Shares in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Eventfull. (c) Interest Parent shall cease (i) issue the Conversion Shares to accrue the Lenders on any Notes a pro rata basis based on each Lender’s portion of the outstanding amount of the Term Loans on the date of occurrence of the Optional Conversion or the Mandatory Conversion Date (such date, the “Conversion Date”). The accrued and unpaid interest on along with any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (dshare certificates with respect thereto) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 the applicable Note with respect thereto and on terms substantially consistent with the Subscription Agreement and such Conversion Shares shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, not subject to any preemptive rights, and, be free from all taxes, Liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue and those under applicable federal, state or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election other securities laws and (ii) provide customary representations and warranties to have its Notes repurchased the Lenders in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with form set forth in the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionSubscription Agreement. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following the receipt Notwithstanding Section 8 of the Required Stockholder Approval and Agreement, during the effectiveness Term of the Charter AmendmentField Solution SOW, Holders Client may solicit, employ or retain one or more EVERSANA sales representatives performing Services hereunder (a “Conversion”) provided that: (i) such hiring may not occur prior to the first anniversary of date the sales representative commenced provision of the Notes shall have the right convert Field Solution Services (the “Optional ConversionDeployment Date”) their outstanding Notes, and (ii) Client provides at least ninety (90) days prior written notice to EVERSANA of any time and from time Conversion. In the event Client wishes to time, on any Business Day, implement a Conversion prior to the earliest first anniversary of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity applicable Deployment Date, into Common Stock, at Client shall pay EVERSANA a conversion rate (the “Conversion Rate”) fee of 81.2 shares [***] Fees per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes sales representative . There shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The no Conversion Rate is subject to adjustment pursuant to Section 12.06fee due thereafter. (b) Following the receipt of the Required Stockholder Approval Client understands and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory agrees that EVERSANA cannot guaranty that any sales representative will agree to participate in a Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease In the event Client implements a Conversion, the parties agree that any and all training materials made available to accrue on any Notes on the date sales representatives will be returned to EVERSANA, it being understood and agreed that the EVERSANA proprietary training modules constitutes valuable and proprietary information of occurrence EVERSANA and is subject to the confidentiality obligations set forth in Sections 6 and 7 of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being convertedAgreement. (d) If In the event Client conducts a Holder exercises its right Conversion and the converted EVERSANA sales representative had been provided with use of a fleet automobile leased, rented or owned by EVERSANA and Client wishes to require commence an arrangement with the Company fleet vendor to repurchase its Notes pursuant assume such cars (and all associated costs and liabilities) under Client’s name, the converted EVERSANA sales representative may only to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election continue to have access to such automobile following the Conversion if Client either: (i) registers the fleet automobile under its Notes repurchased name; or (ii) ensures that EVERSANA remains named as an additional insured under Client’s automobile insurance policies until such time as the vehicle is registered in connection with Client’s name (which shall occur no later than three (3) months following the Conversion). The Parties understand and agree that it is solely Client’s obligation to ensure one of the above actions are taken and Client shall be responsible for indemnifying, defending and holding EVERSANA harmless for all damages resulting from Client’s failure to take such Prepayment Offer or Change action. The Parties further agree that on the effective date of Control Offerthe Conversion, Client shall destroy the EVERSANA insurance card(s) in the fleet vehicle(s) of the converted EVERSANA sales representatives. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant Conversion, Client shall have full rights to Section 12.01(b)directly engage with any consultant, at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversionindependent contractor, that such Holder will beneficially own (as determined or third-party in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionits sole discretion without limitation. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. Lender may convert the principal balance plus accrued interest, if any, in whole or in part, into shares of Common Stock, at its election at any time beginning (a) At any time on the earlier of (x) the Business Day following the receipt of day on which the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, Company enters into a definitive agreement with respect to a Change in Control Transaction and (y) the occurrence of a Change of Control Transaction, (b) five Business Days following the first date that the “net sales”, calculated in a manner consistent with the calculation thereof for Borrower’s audited financial statements contained in its most recent Annual Report on Form 10-K, generated by Borrower and its Subsidiaries for the immediately preceding twelve-month period exceed $20 million, (c) three Business Days following the day on which Borrower or any of its Subsidiaries receives at least $20 million of proceeds from the sale of any equity securities or securities convertible into equity securities of Borrower or any of its Subsidiaries, or (d) three Business Days following the occurrence of a default of the sort described in Section 9 (the “Conversion”). The conversion price for this Note called for redemption, shall be (x) the close average closing price per share of business Common Stock on the Business Day immediately preceding American Stock Exchange (or such other stock exchange, interdealer quotation system or other market as then may be the Redemption Date primary market for transaction in the Common Stock of Borrower) as reported on ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ (or, if unavailable, as reported by Reuters) for the fifteen consecutive trading days ending on the second trading day prior to the date on which Lender delivers the Conversion Notice or (2y) if the close of business Common Stock is not traded on the Business Day immediately preceding the Maturity DateAmerican Stock Exchange or any other stock exchange, into Common Stockinterdealer quotation system or other market, at a conversion rate price per share to be mutually agreed upon by Borrower and Lender or, if Borrower and Lender are unable to agree, at a price per share indicative of the fair market value of a share of Common Stock as determined by an independent investment bank selected by Lender and reasonably acceptable to Borrower (as applicable, the “Conversion Price”). If Lender undertakes the Conversion, Lender shall notify Borrower of the Conversion (the “Conversion RateNotice”) of 81.2 shares per $1,000 principal including the amount of the Notes (principal balance of the Note 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 accrued interest up to, but not including, the Note Conversion Date (as determined in accordance with Section 13(ddefined below) to be converted. The effective date of the Exchange Act and Conversion shall be the rules and regulations promulgated thereunder) in excess of 9.99% date of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert Notice (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Note Conversion Date”). The accrued and unpaid interest on any Note being Any amounts so converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount shares of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only of Borrower shall reduce on a dollar for dollar basis the outstanding principal balance and accrued interest, if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer any, of this Note. On full conversion of the Note, Lender shall surrender this Note at Borrower’s principal executive office, or, if this Note has been lost, stolen, destroyed or Change of Control Offer. (e) In the event that any Holder notified the Company (1) mutilated, then, in the case of loss, theft or destruction, Lender shall deliver an Optional Conversion pursuant indemnity agreement reasonably satisfactory in form and substance to Section 12.01(a)Borrower or, at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of mutilation, Lender shall surrender and cancel this Note. Any fractional shares to be issued upon the Conversion shall be rounded down to the nearest whole share, and Borrower shall pay to Lender a Mandatory Conversion pursuant cash amount equal to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such fractional share. On conversion, that such Holder Lender will beneficially own (as determined in accordance with Section 13(d) be entitled to any accrued but unpaid interest on the converted principal amount of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding this Note which has not been converted into shares of Common Stock or otherwise as described above through the Note Conversion Date. Borrower warrants that Common Stock issuable on the Conversion will, upon Conversion, be deemed to be an “affiliate” validly issued, fully paid and non-assessable and free from all taxes, liens and charges in respect of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionissue thereof. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At The Holder of any time following Debenture has the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendmentright, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, exercisable at any time beginning 90 days following the first date of original issuance of the Convertible Preferred Securities and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, or before the close of business (New York City time) on December 1, 2026 (or, in the case of Debentures called for redemption (either at the option of the Company or pursuant to a Tax Event), on the fifth Business Day immediately preceding the Redemption Date Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $50.00) into fully paid and nonassessable shares of Common Stock of the Company at an initial conversion rate of 1.339 shares of Common Stock for each $50.00 in aggregate principal amount of Debentures (2) the close equal to a conversion price of business on the Business Day immediately preceding the Maturity Date, into approximately $37.34 per share of Common Stock), at subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a conversion rate (Debenture is determined by dividing the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash in lieu adjustment will be made for any fractional interest. The Outstanding principal amount of fractional any Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock Stock. To convert a Debenture, a Holder must (i) complete and sign a conversion notice substantially in accordance with Section 12.03); provided that the form attached hereto, (ii) surrender the Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any Holder transfer or similar tax, if required. If a Notice of Notes who would beneficially own (as determined in accordance with Section 13(d) of Conversion is delivered on or after the Exchange Act Regular Record Date and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice prior to the Company subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest 110 103 Payment Date on the portion of Debentures to be converted notwithstanding the conversion thereof prior to any such conversionInterest Payment Date. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following Except as otherwise provided in the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendmentimmediately preceding sentence, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a)any Debenture which is converted, at any time beginning on interest whose Stated Maturity is after the date of the provision of the Optional Conversion Notice and ending with the effectiveness conversion of such Optional ConversionDebenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (2including Additional Payments, if any) in on the case of a Mandatory Conversion pursuant to Section 12.01(b)Debentures being converted, at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise which shall be deemed to be an “affiliate” paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Company for purposes Holder of such Debenture or any Predecessor Debenture to receive interest as provided in the Securities Act and/or the Exchange upon such conversion, then last paragraph of Section 3.07 and this paragraph) be paid to the Company will promptly enter into upon a Registration Rights Agreement covering Company Request or, if then held by the shares of Common Stock received upon Company, shall be discharged from such conversiontrust. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

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

Conversion. (a) At any time following until both the receipt of Principal and Interest is paid in full and all conversions have been honored by the Required Stockholder Approval Company and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemptionis no longer outstanding, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity DatePrincipal and Interest, shall be convertible into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock of the Company at fifty five percent (55%) of the lowest 3 day average closing price price, determined on the then current trading market for the Company’s Common Stock, during a period of twenty (20) trading days prior to conversion (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 on which such conversion is to be effected (a “Conversion Date”) and shall require the shares of Common Stock to be delivered by the Company within three (3) Business Days. If no Conversion Date is specified in accordance a 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 per the instructions of Redwood, within three (3) Business Days, free and clear of all legends and in legal free trading form, the Company shall be responsible to immediately reimburse Redwood for any differential in the value of the converted shares of Common Stock between the value of the closing price on the date the shares of Common Stock 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 paragraph, following conversion of a portion of the Note, the unpaid and unconverted Principal may be 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 Section 12.03the issuance of an opinion(s) of counsel to the Transfer Agent and other costs, expenses and liabilities incurred in connection 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); provided that , deliver the shares of Common Stock per the instructions of Redwood, free and clear of all legends and in legal free trading form, the Company shall allow Redwood to add two (2) 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 Common Stock, on the next two (2) conversions. Notwithstanding anything to the contrary herein contained, Redwood may not convert under the Note to the extent such conversion would result in Redwood, together with any Holder of Notes who would affiliate thereof, beneficially own owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.994.99% of the then issued and outstanding shares of Common Stock Stock, including shares issuable upon such conversion and held by Redwood after application of such Holder’s Notes this section. The provisions of this section may be waived by Redwood, in whole or part, upon sixty-one (61) days prior written notice. Any successor to Redwood shall be required to provide 61 days’ written notice to the Company prior to unaffected by any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06waiver. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. 6.1 Upon the Maturity Date, the Holder will have the right, at its option, to convert all the Principal Amount hereof into Common Shares of the Company in a manner and in accordance with Section 6.2 below at the conversion price as set forth below in 6.3 below (asubject to adjustment as described herein). 6.2 In the event that the Holder elects to convert the Principal Amount of this Note into Common Shares, the Holder will give the Notice of Conversion to the Borrower before 4:00 p.m. (EST) At any time following on the Maturity Date. No later than fifteen (15) business days from the receipt of the Required Stockholder Approval then delivered Notice of Conversion to the Borrower, the Borrower will deliver to the Holder the agreed upon Common Shares equal to 3.23% of the fully diluted share capital of the Borrower as of the Conversion Date. The Borrower will cooperate with any reasonable requests made by the Holder to substantiate the capitalization, including the execution of additional documents containing legal representations. The Holder must surrender this Note to the Borrower upon receipt of the Common Shares. Pursuant to the terms of the Notice of Conversion, the Borrower will issue instructions to its transfer agent as soon as practicable thereafter, to cause to be issued and delivered to the Holder certificates for the number of Common Shares to which such Holder will be entitled. The Borrower will not issue fractional Common Shares upon conversion, but the number of Common Shares to be received by the Holder upon conversion will be rounded up the next whole number. In the case of the exercise of the conversion rights set forth herein the conversion privilege will be deemed to have been exercised and the effectiveness Common Shares issuable upon such conversion will be deemed to have been issued upon the date of receipt by the Borrower of the Charter AmendmentNotice of Conversion. 6.3 If the Holder elects to convert the Principal Amount under the Note to Common Shares, Holders the Principal Amount will be convertible into shares of Common Shares equal to 3. 23% of the Notes shall have fully diluted share capital of the right convert (Borrower as of the “Optional Conversion”) their outstanding NotesConversion Date. 6.4 The Borrower will reserve for issuance and maintain available, at any time and out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the full conversion of the Principal Amount under the Note, the full number of Common Shares deliverable upon the conversion of the Note. The Borrower will from time to timetime (subject to obtaining necessary director and shareholder approvals), on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of applicable laws and its governing documents, increase the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of its Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) Shares authorized if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date authorized number of shares of its Common Shares remaining unissued shall not be sufficient to permit the full conversion of the provision of Principal Amount under the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionNote. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

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

Conversion. (a) At any time following Subject to compliance with the receipt provisions of the Required Stockholder Approval and Indenture, a Holder of a Security may convert the effectiveness principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security is called for redemption or subject to repurchase upon a specific date pursuant to Article V of the Charter AmendmentIndenture or upon a Change in Control, Holders of the Notes shall have the conversion right convert (the “Optional Conversion”) their outstanding Notes, will terminate at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date redemption date or the Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (2) unless the Company shall default in making the redemption payment, Optional Repurchase Price or Change in Control Repurchase Price, as the case may be, 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 Security is redeemed or purchased). The Company will notify Holders of any event triggering the Maturity Date, into Common Stock, at a conversion rate (right to convert the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock Security as specified above in accordance with Section 12.03); provided that any the Indenture. A Security in respect of which a Holder has delivered an Optional Repurchase Notice or a Change in Control Repurchase Notice exercising the option of Notes who would beneficially own (as determined such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with Section 13(d) the terms of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversionIndenture. The initial Conversion Rate Price is $26.00 per share, subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a under certain circumstances. The number of shares of Common Stock per $1,000 issuable upon conversion of a Security is determined by dividing the principal amount of Notes equal to the Security or portion thereof converted by the Conversion Rate then Price in effect (plus cash on the Conversion Date. No fractional shares will be issued upon conversion; in lieu of fractional sharesthereof, an amount will be paid in cash based upon the closing price (as defined in the Indenture) if the Daily VWAP of the Common Stock exceeds or is equal on the Trading Day immediately prior to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Holders Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open opening of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or subject to repurchase upon a specific date pursuant to Article V of the Mandatory Conversion Event. (c) Interest shall cease to accrue Indenture or upon a Change in Control on any Notes a Redemption Date, Optional Repurchase Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the date of occurrence of first Business Day after the Optional Conversion next succeeding Interest Payment Date, or the Mandatory Conversion (if such dateInterest Payment Date is not a Business Day, the “Conversion Date”). The accrued and unpaid second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to such Interest Payment Date on the principal amount of such Note Security then being converted. (d) , and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If a Holder exercises its right to require the Company defaults in the payment of interest (including Contingent Interest) payable on such Interest Payment Date, the Company shall promptly repay such funds to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder. A Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case a portion of a Mandatory Conversion pursuant Security equal to Section 12.01(b), at $1,000 or any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionintegral multiple thereof. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following A Holder of a Security may convert it into Shares in accordance with the receipt terms and conditions set forth in Article 11 of the Required Stockholder Approval and Indenture. After May 25, 2003, a Holder's right to convert Securities into Shares is subject to the effectiveness Issuer's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence in lieu of delivering all or part of such Shares; provided, however, that if such payment of cash is not permitted pursuant to the provisions of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemptionIndenture, the close of business on the Business Day immediately preceding the Redemption Date or Issuer shall deliver Shares (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus and cash in lieu of fractional shares of Common Stock Shares) in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) Article 11 of the Exchange Act and Indenture, whether or not the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written Issuer has delivered a notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt 11.02 of the Required Stockholder Approval and Indenture to the effectiveness effect that the Securities will be paid in cash. The amount of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per cash to be paid for each $1,000 principal amount Principal Amount of Notes a Security shall be equal to the Market Price of a Share multiplied by the Conversion Rate then in effect on such Conversion Date. If the Issuer shall elect to make such payment wholly in Shares, then such Shares shall be delivered through the Conversion Agent to Holders surrendering Securities no later than the fifth Business Day following the Conversion Date. If, however, the Issuer shall elect to make any portion of such payment in cash, then the payment, including any delivery of Shares, shall be made to Holders surrendering Securities no later than the tenth Business Day following the Conversion Date. The Issuer shall not pay cash in lieu of delivering all or part of such Shares upon the conversion of any Security pursuant to the terms of Article 11 of the Indenture (plus other than cash in lieu of fractional shares) if there has occurred (prior to, on or after, as the Daily VWAP case may be, the Conversion Date or the date on which the Issuer delivers its notice of whether each Security shall be converted into Shares or cash) and is continuing an Event of Default (other than a default in such payment on such Securities). A-1-10 106 The initial Conversion Rate is 15.6824 Shares per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Issuer will deliver cash or a check in lieu of any fractional Share. In the event the Issuer exercises its option pursuant to Section 10.01 of the Common Stock exceeds or is Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion into Shares to receive the same number of Shares such Holder would have received if the Issuer had not exercised such option. If the Issuer exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the Threshold Price interest (including Contingent Interest) thereon that the registered Holder is entitled to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities shall be payable by the Issuer on any Interest Payment Date subsequent to the date of conversion. Securities surrendered for conversion during the period from the close of business on any date on which Contingent Interest accrues to the opening of business on the date on which such Contingent Interest is payable (except Securities with respect to which the Issuer has mailed a notice of redemption) must be accompanied by payment of an amount equal to the Contingent Interest and Defaulted Interest with respect thereto that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no Contingent Interest or Defaulted Interest on converted Securities will accrue after the date of conversion. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent for cancellation, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Issuer or the Trustee and (4) pay all funds required, if any, relating to interest (including Contingent Interest) on the Security to be converted for which you are not entitled and pay any transfer or similar tax, if required. A Holder may convert a portion of a Security if the Principal Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Shares except as provided in effect the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Issuer has exercised its option provided for below in "Tax Event") attributable to the period from the Issue Date (or, if the Issuer has exercised the option referred to below in "Tax Event", the later of (x) the date of such exercise and (y) the date on each applicable Trading Day which interest was last paid) through the Conversion Date with respect to the converted Security and (except as provided below) accrued Contingent Interest and accrued Defaulted Interest with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Shares (together with the cash payment, if any, in lieu of fractional Shares) in exchange for at least 15 consecutive Trading Days the Security being converted pursuant to the terms hereof; and the fair market value of such Shares (together with any such The Conversion Rate will be adjusted as provided in the “Mandatory Conversion Indenture. If the Issuer is a party to a consolidation, merger or binding share exchange or a transfer of its assets as, or substantially as, an entirety, or upon certain distributions described in the Indenture, the right to convert a Security into Shares may be changed into a right to convert it into securities, cash or other assets of the Issuer or another Person. In the event of a Share Separation, the Securities shall not be convertible in Shares, but shall instead be convertible solely into Corporation Shares except upon a Trust Assumption Event”). Upon the occurrence of the Mandatory Conversion Eventa Share Separation, the Company Conversion Rate of the Securities shall deliver notice be adjusted in accordance with the terms of the Indenture. In addition, Holders of Securities shall not be entitled to convert their Securities into Shares for the period beginning on the record date for such Share Separation and ending on the first Business Day succeeding the first five consecutive trading days after the effective date of such Share Separation. Tax Event - From and after (1) the date (the "Tax Event Date") of the occurrence of a Tax Event and (2) the date the Issuer exercises such option, whichever is later (the "Option Exercise Date"), at the option of the Issuer, interest in lieu of future Original Issue Discount shall accrue at the rate of 1.0% per annum on a principal amount per Security (the "Restated Principal Amount") equal to the Holders Issue Price plus Original Issue Discount accrued to the Option Exercise Date and shall be payable semi-annually on May 25 and November 25 of each year (each an "Interest Payment Date") to holders of record at the Notesclose of business on May 1 or November 1 (each a "Regular Record Date") immediately preceding such Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Trustee Option Exercise Date. Interest (including Contingent Interest) on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Conversion Agent (if other than Person in whose name that Security is registered at the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open close of business on the second business Regular Record Date for such interest at the office or agency of the Issuer maintained for such purpose. Each installment of interest on any Security shall be paid in same-day following funds by transfer to an account maintained by the payee located inside the United States, provided that with respect to any Holder, such Mandatory Conversion Event, which notice Holder shall specify that have furnished to the Mandatory Conversion shall occur not Paying Agent all required wire payment instructions no later than the third business day following related Regular Record Date, or if no such instructions have been furnished, by check payable to such Holder. From and after the notice of Option Exercise Date, Contingent Interest provided for in the Mandatory Conversion Event. (c) Interest paragraph entitled "Contingent Interest" hereof shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being convertedthis Security. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (ai) At Each Purchaser has the right, at its option, in connection with any time following the receipt Future Round, to convert all or any portion of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders outstanding principal of the Notes shall have held by such Purchaser together with all unpaid accrued interest on such Notes and any and all unpaid Risk Premium Amount, into fully-paid and non-assessable shares of New Securities, on terms consistent with those of such Future Round. In addition, each Purchaser has the right convert (the “Optional Conversion”) their outstanding Notesright, at its option, from and after any time and from time Future Convertible Debt Issuance, to time, on convert all or any Business Day, prior to portion of the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 outstanding principal amount of the Notes (plus cash in lieu of fractional held by such Purchaser together with all unpaid accrued interest on such Notes and any and all unpaid Risk Premium Amount, into fully-paid and non-assessable shares of Common Stock New Securities on terms consistent with the conversion provisions of the debt securities issued in accordance with Section 12.03); provided that such Future Convertible Debt Issuance. Notwithstanding any Holder provision of this Agreement to the contrary, no New Securities shall be issuable upon conversion of the Notes unless (i) the New Securities issued upon conversion of Notes who would beneficially own (as determined in accordance with Section 13(d) are issued at or above the greater of the Exchange Act and book or market value of the rules and regulations promulgated thereundercommon stock of the Company as of the date of this Agreement (adjusted proportionately in the event that the New Securities are not shares of common stock of the Company or are not convertible into shares of common stock of the Company on a 1:1 basis), (ii) in excess that the issuance of 9.99such New Securities upon conversion of Notes will not, (A) if any stockholder at the time of such conversion holds 20% or more of the outstanding shares common stock of Common Stock upon the Company or voting power of the Company’s securities, result in the largest stockholder immediately prior to such conversion ceasing to be the largest stockholder of the Company immediately following such conversion, or, (B) if no stockholder at the time of such Holderconversion holds 20% or more of the outstanding common stock of the Company or voting power of the Company’s Notes securities, result in any stockholder holding 20% or more of the outstanding common stock of the Company or voting power of the Company’s securities immediately following such conversion and (iii) the issuance of such New Securities is in compliance with the Voting Rights Policy of the NASDAQ Stock Market. In order to exercise this optional conversion privilege, the holder of the Note shall be required surrender such Note to provide 61 days’ the Company in connection with the closing of the applicable Future Round or at or following the closing of the applicable Future Convertible Debt Issuance, accompanied by written notice to the Company prior in the form attached hereto as Exhibit E indicating, the amount of the principal, unpaid accrued interest and/or Risk Premium Amount with respect to which the holder elects to exercise the optional conversion right and, to the extent the Notes are entitled to more than one type of conversion right pursuant to this Section 2.1(d), which types of conversion rights the holder wishes to exercise and in what amounts. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of New Securities which shall be issuable on such conversion shall be issued. Assuming the satisfaction of the conditions specified in clauses (i) through (iii) of the third sentence of this paragraph with respect to the conversions requested in the aggregate by Purchasers in connection with a Future Round and with respect to any such individual conversion relating to a Future Convertible Debt Issuance, as promptly as practicable after the surrender of the applicable Note for conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following , the receipt of the Required Stockholder Approval notice specified above and the effectiveness closing of the Charter AmendmentFuture Round or Future Convertible Debt Issuance, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Eventas applicable, the Company shall deliver notice or cause to be delivered at its principal executive office to the Holders of holder, or on the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such noticeholder’s written order, a “Mandatory Conversion Notice”) not later than certificate or certificates for the open number of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding full shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the New Securities Act and/or the Exchange issuable upon such conversion, then in accordance with the provisions hereof. If less than the entire outstanding principal amount of the applicable Note is being converted, a new Note shall promptly be issued by the Company will promptly enter into a Registration Rights Agreement covering and delivered to the shares applicable Purchaser for the unconverted principal balance and shall be of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts like tenor as to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).all terms as the

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

Conversion. (a) At any time following time, if this Debenture is then outstanding, the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes Holder shall have the right right, in its sole discretion, to convert all or any part, but in not less than $10,000 increments except for the final conversion which may be for the remainder of the then outstanding principal amount of this Debenture, with the accrued interest hereon (a "CONVERSION") into such number of fully paid and non-assessable shares Common Stock of the Company (the “Optional Conversion”"DEBENTURE SHARES") their outstanding Notesat the conversion price determined in accordance herewith (the "CONVERSION PRICE"). (b) The number of Debenture Shares to be delivered by the Company pursuant to a Conversion shall be determined by dividing (i) the sum of (x) the aggregate principal amount of the Debenture to be converted plus (y) all accrued and unpaid Interest thereon by (ii) the Conversion Price in effect on the applicable Conversion Date. The initial Conversion Price shall be equal to a twenty percent (20%) discount of the average closing bid price (calculated to the nearest $.0001) of the Company's Common Stock for the ten (10) consecutive trading dates (the "Average Closing Price") immediately preceding and including the second trading day immediately prior to the closing date (the "CLOSING DATE"), but in no event less than $.30 per share (the "CONVERSION FLOOR AMOUNT"). The Conversion Price shall be subject to adjustment, however, in accordance with the provisions of this Section. (c) In order for the Holder to voluntarily convert this Debenture into Debenture Shares, the Holder shall send to the Company by facsimile transmission, at any time and from time prior to 6:00 p.m., eastern time, on any the Business DayDay on which such Holder wishes to effect such Conversion (the "Conversion Date"), prior (i) a notice of conversion, in substantially the form of Exhibit A hereto (a "Notice"), stating the aggregate principal amount of the Debenture to be converted, the amount of Interest accrued (but remaining unpaid) thereon, and a calculation of the number of shares of Common Stock issuable upon such Conversion and (ii) a copy of this Debenture. The Holder shall send the original of the Notice and the Debenture to the earliest of (1) if applicable, with respect to a Note called for redemption, Company or its counsel not later than the close of business on the first Business Day immediately preceding following the Redemption Date or (2) Conversion Date. The Company shall, no later than the close of business on the first Business Day immediately preceding following the Maturity date on which the Company receives the Notice by facsimile transmission issue and deliver to the Company's Transfer Agent irrevocable instructions to issue and deliver or cause to be delivered to such Holder the number of Debenture Shares determined pursuant to paragraph 7(b) above, within two Business Days thereafter by either express mail or hand delivery. As of the Conversion Date, this Debenture shall be deemed to have been converted into Common StockDebenture Shares, at a conversion rate which shall be deemed to be outstanding of record, and all rights with respect to this Debenture (as to the “Conversion Rate”portion converted) of 81.2 shares per $1,000 principal amount will terminate, except for the right of the Notes Holder hereof to receive certificates for the number of Debenture Shares into which the Debenture has been converted, unless delivery of the Debenture Shares is not timely made. In the event delivery of the Debenture Shares is not timely made, the Holder may, upon written notice to the Company, either elect a Buy-In as set forth in subsection 7(d) below, or regain on the date of such notice the rights of such Holder under the Debenture and retain all of such ▇▇▇▇▇▇'s rights and remedies with respect to the Company's failure to deliver such Debenture Shares. (plus cash d) In addition to any other rights available to a Holder, if the Company fails to deliver to the Holder a certificate representing Debenture Shares by the third Trading Day after the date on which delivery of such certificate is required by this Debenture, and if after such third Trading Day the Holder purchases (in lieu of fractional an open market transaction or otherwise) shares of Common Stock to deliver in accordance with Section 12.03); provided that any satisfaction of a sale by the Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) on or after the Conversion Date of the Exchange Act Debenture Shares that the Holder anticipated receiving from the Company (a "BUY-IN"), then the Company shall, within three Trading Days after the Holder's request and in the rules and regulations promulgated thereunderHolder's discretion, either (i) pay cash to the Holder in excess of 9.99% of an amount equal to the outstanding Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock upon conversion of so purchased (the "BUY-IN PRICE"), at which point the Company's obligation to deliver such Holder’s Notes certificate (and to issue such Common Stock) shall be required terminate, or (ii) promptly honor its obligation to provide 61 days’ written notice deliver to the Company prior Holder a certificate or certificates representing such Common Stock and pay cash to any such conversion. The Conversion Rate is subject the Holder in an amount equal to adjustment pursuant to Section 12.06. the excess (bif any) Following the receipt of the Required Stockholder Approval and Buy-In Price over the effectiveness product of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”A) any outstanding Notes into a such number of shares of Common Stock per $1,000 principal amount of Notes equal to Stock, times (B) 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 Closing Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of event giving rise to the Optional Conversion Notice and ending with Company's obligation to deliver such certificate. Notwithstanding the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holderforegoing, the Company will use shall have no liability under this subsection (d) for the Buy-In Price if it has compiled with the requirements of subsection (c) above and notwithstanding it using its reasonable best efforts to cooperate with such Holder have its transfer agent deliver the Debenture Shares to confirm with brokers that such Holder will not be an “affiliate” the Holders within three trading days of the Company for purposes Holder's request such Debenture Shares are not delivered on a timely basis. A Conversion shall in no way limit or alter the Company's obligation to pay any accrued but unpaid Interest hereunder or to pay Interest on any principal hereunder outstanding after a Conversion. No fractional shares shall be issued upon conversion of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant all of this Debenture. Any fractional share interests equal to Section 12.01(a) less than one-half share shall be disregarded, and fractional share interests equal to one-half or Mandatory Conversion pursuant more of a share shall be rounded up to Section 12.01(b)a full share.

Conversion. (a) At Notwithstanding anything contained herein, the Holder may not and has no right to convert this Debenture into Units. If the Company completes a Going Public Transaction, then the Principal Amount and, at the Company’s discretion any time following interest on the receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentDebentures accrued in accordance with this Debenture, Holders of the Notes shall have the right convert (will automatically, be converted the “Optional Conversion”) their outstanding Notes, at any time without payment of additional consideration and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, the close of business without further action on the Business Day immediately preceding part of the Redemption Holder, into Units at the Conversion Price on either the Listing Date or a date that is within ten (210) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate Days (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(dbefore or after) of the Exchange Act and Listing Date, such date to be determined by the rules and regulations promulgated thereunder) Board in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. its sole discretion (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”), subject to any applicable stock exchange acceptance and securities laws. The accrued and unpaid interest on any Note being converted pursuant Prior to an Optional Conversion or Mandatory Conversion shall be added to delivery of the principal amount Units issuable upon conversion of such Note being converted. (d) If a Holder exercises its right to require this Debenture, the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In request certain certifications and confirmations from the event that any Holder notified Holder. If the Company does not complete a Going Public Transaction, the Conversion will not occur. Each “Unit” will be comprised of one Share and one-half of one transferrable common share purchase warrant (1each whole warrant, a “Warrant”). Each Warrant is exercisable into one Warrant Share at $0.60 per Warrant Share for a period of two years from the Conversion Date, subject to acceleration as set out below. If over a period of 15 consecutive trading days between the date of issuance and the expiry of the Warrants following the Listing Date, the daily volume weighted average trading price of the Shares (on the stock exchange where the Shares are listed for trading and the majority of the trading volume occurs) in exceeds $0.80 on each of those 15 consecutive days, the case of an Optional Conversion pursuant to Section 12.01(a)Company may, at any time beginning after such an occurrence, give written notice (via news release or direct written notice) to the holders of the Warrants that the Warrants will expire at 4:00 p.m. (Vancouver time) on the date 30th day following the giving of notice (the “Accelerated Exercise Period”) unless exercised by the holders prior to such date. Upon receipt of such notice, the holders of the provision Warrants will have 30 days to exercise their Warrants. Any Warrants which remain unexercised at the end of the Optional Conversion Notice Accelerated Exercise Period will automatically expire at that time. Any insiders who are unable to exercise their Warrants due to any ‘blackout period’ being in effect during the term of their Warrants will automatically have their Accelerated Exercise Period extended by the aggregate time of the blackout period(s). The Warrants will be created and ending with issued pursuant to the effectiveness of such Optional Conversion, and (2) in the case terms of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed warrant indenture to be an “affiliate” of entered into on the Closing Date between the Company for purposes of and warrant agent to be appointed by the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionCompany. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (ai) At any time following Conversions at Option of Holder. Each share of Preferred Stock ------------------------------- shall be convertible into shares of Common Stock (subject to the receipt limitations set forth in Section 5(a)(iii)), at the Conversion Ratio (as defined in Section 8), at the option of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, Holder at any time and from time to timetime from and after July 28, 1999 (the "Initial Conversion Date"); provided, that, (A) on and after ----------------------- -------- the Initial Conversion Date, a Holder shall only be entitled to convert up to 25% of the number of shares of Preferred Stock issued to it on the Original Issue Date, (B) on and after the first month anniversary of the Initial Conversion Date, a Holder shall only be entitled to convert up to 50% of the number of shares of Preferred Stock issued to it on the Original Issue Date, on any Business Daya cumulative basis, (C) on and after the second month anniversary of the Initial Conversion Date, a Holder shall only be entitled to convert up to 75% of the number of shares of Preferred Stock issued to it on the Original Issue Date, on a cumulative basis and (D) on and after the third month anniversary of the Initial Conversion Date, a Holder shall be entitled to convert all of the shares of Preferred Stock originally issued to it on the Original Issue Date. Holders shall effect conversions by surrendering the certificate or certificates representing the shares of Preferred Stock to be converted to the Compnay, together with the form of conversion notice attached hereto as Exhibit A (a --------- "Conversion Notice"). Each Conversion Notice shall specify the number of shares ----------------- of Preferred Stock to be converted and the date on which such conversion is to be effected, which date may not be prior to the earliest of date the Holder delivers such Conversion Notice by fascimile (1) if applicable, with respect to the "Conversion Date"). If no Conversion Date --------------- is specified in a Note called for redemptionConversion Notice, the close Conversion Date shall be the date that the Conversion Notice is deemed delivered hereunder. If the Holder is converting less than all shares of business on Preferred Stock represented by the Business Day immediately preceding certificate or certificates tendered by the Redemption Date Holder with the Conversion Notice, or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at if a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash hereunder cannot be effected in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that full for any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendmentreason, the Company shall convert promptly deliver to such Holder (in the “Mandatory Conversion”manner and within the time set forth in Section 5(b)) any outstanding Notes into a certificate representing the number of shares of Common Preferred Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) as have not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being been converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

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

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

Conversion. (a) At any time following the receipt Upon satisfaction of the Required Stockholder Approval and the effectiveness conditions set forth in Section 10.01(a) of the Charter AmendmentIndenture, Holders a Holder of a Security may convert any portion of the Notes shall have the right convert principal amount of any Security that is an integral multiple of $1,000 into cash and fully paid and non-assessable shares (the “Optional Conversion”) their outstanding Notes, at any time and from time calculated as to time, on any Business Day, prior each conversion to the earliest nearest 1/10000th of (1a share) of Common Stock in accordance with the provisions of Section 10.14 of the Indenture; provided that if applicable, with respect to a Note such Security is called for redemption, the conversion right will terminate at the close of business on the second Business Day immediately preceding the Redemption Date of such Security (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 date such Default is cured and such Security is redeemed). Such conversion right shall commence on the initial issuance date of the Securities and expire at the close of business on the Business Day immediately preceding the Redemption Date date of maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. The Conversion Price shall, as of the date of the Indenture, initially be $24.03 per share of Common Stock. The Conversion Rate shall, as of the date of the Indenture, initially be approximately 41.6146. The Conversion Price and Conversion Rate will be adjusted under the circumstances specified in the Indenture. Upon conversion, no adjustment for interest (including Liquidated Damages, if any) or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Ten Day Average Closing Stock Price (2as defined in the Indenture). Except as provided in Section 10.01(c) of the Indenture, delivery of the Principal Return, Net Shares and cash in lieu of fractional shares shall be deemed to satisfy the Company’s obligation to pay the principal amount of a converted Security and accrued but unpaid interest (including Liquidated Damages, if any) thereon. Any accrued interest (including Liquidated Damages, if any) payable on a converted Security will be deemed paid in full, rather than canceled, extinguished or forfeited. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Security 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 other tax, if required and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures. If a Holder surrenders a Security for conversion between the close of business on the Business Day immediately preceding record date for the Maturity Datepayment of an installment of interest and the opening of business on the related interest payment date, into Common Stockthe Security must be accompanied by payment of an amount equal to the interest (including Liquidated Damages, at a conversion rate (if any) payable on such interest payment date on the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03)Security or portion thereof then converted; provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of no such Holder’s Notes payment shall be required to provide 61 days’ written notice to if such Security has been called for redemption on a Redemption Date within the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open period between close of business on such record date and the second opening of business day following on such Mandatory Conversion Eventinterest payment date, 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 or if such Security is surrendered for conversion on the date interest payment date. A Holder may convert a portion of occurrence a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Repurchase Notice or a Change of Control Repurchase Notice exercising the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount option of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer such Security as provided in Section 3.08 or a Change Section 3.09, respectively, of Control Offer the Indenture may be converted only if such notice of exercise is withdrawn in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date terms of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionIndenture. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following the receipt Each Holder of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes Preferred Stock shall have the right convert (the “Optional Conversion”) their outstanding Notesat any time, at any time and from time its option, to timeconvert, on any Business Day, prior subject to the earliest terms and provisions of (1) if applicablethis Section 9, with respect to a Note called for redemptionany or all of such Holder’s shares of Preferred Stock at the Conversion Rate. Upon conversion of any share of Preferred Stock, the close Company shall deliver to the converting Holder, in respect of business on each share of Preferred Stock being converted, a number of shares of Common Stock equal to the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus , together with a cash payment in lieu of any fractional shares share of Common Stock in accordance with Section 12.03); provided that 11, on the third Business Day immediately following the relevant Conversion Date. (b) Before any Holder shall be entitled to convert a share of Notes who would beneficially own Preferred Stock as set forth above, such Holder shall: (as determined i) in accordance the case of a beneficial interest in a Global Preferred Stock, comply with Section 13(d) the procedures of the Exchange Act Depository in effect at that time; and (ii) in the case of Certificated Preferred Stock: (1) complete, manually sign and deliver an irrevocable notice to the office of the conversion agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) in the form set forth in Exhibit B hereto (a “Notice of Conversion”) and state in writing therein the number of shares of Preferred Stock to be converted and the rules and regulations promulgated thereundername or names (with addresses) in excess of 9.99% of which such Holder wishes the outstanding certificate or certificates for any shares of Common Stock to be delivered to be registered, (2) surrender such shares of Preferred Stock, at the office of the conversion agent; and (3) if required, furnish appropriate endorsements and transfer documents. The conversion agent shall notify the Company of any conversion pursuant to this Section 9 on the Conversion Date for such conversion. The date on which a Holder complies with the procedures in this Section 9(b) is the “Conversion Date.” If more than one share of Preferred Stock shall be surrendered for conversion at one time by the same Holder, the number of shares of Common Stock to be delivered upon conversion of such shares of Preferred Stock shall be computed on the basis of the aggregate number of shares of Preferred Stock so surrendered. (c) Immediately prior to the close of business on the Conversion Date with respect to a conversion, a converting Holder of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon conversion of such Holder’s Notes Preferred Stock notwithstanding that the share register of the Company shall then be required closed or that certificates representing such Common Stock shall not then be actually delivered to provide 61 days’ written notice such Holder. On the date of any conversion, all rights with respect to the Company prior shares of Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, excepting only the rights of holders thereof to: (i) receive certificates for the number of whole shares of Common Stock into which such shares of Preferred Stock have been converted (with a cash payment in lieu of any such conversion. fractional share of Common Stock in accordance with Section 11); and (ii) exercise the rights to which they are thereafter entitled as holders of Common Stock. (d) The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following shall be adjusted, without duplication, upon the receipt occurrence of any of the Required Stockholder Approval and the effectiveness of the Charter Amendmentfollowing events, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Preferred Stock participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Preferred Stock, in any of the transactions described in this Section 9(d), without having to convert (the “Mandatory Conversion”) any outstanding Notes into their Preferred Stock, as if they held a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate, multiplied by the number of shares of Preferred Stock held by such Holder: (i) If the Company exclusively issues shares of Common Stock as a dividend or distribution on all shares of its Common Stock, or if the Company effects a share split or share combination, the Conversion Rate then shall be adjusted based on the following formula: OS1 CR1= CR0 x OS0 where, CR0 = the Conversion Rate in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal immediately prior to the Threshold Price in effect close of business on each applicable Trading Day the Record Date for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Eventsuch dividend or distribution, the Company shall deliver notice or immediately prior to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second Effective Date of such share split or share combination, as the case may be; CR1 = the Conversion Rate in effect immediately after the close of business day following on the Record Date for such Mandatory Conversion Eventdividend or distribution, which notice or immediately after the open of business on the Effective Date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as the case may be; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 9(d)(i) shall specify that become effective immediately after the Mandatory Conversion shall occur not later than close of business on the third Record Date for such dividend or distribution, or immediately after the open of business day following on the notice Effective Date for such share split or share combination, as the case may be. If any dividend or distribution of the Mandatory type described in this Section 9(d)(i) is declared but not so paid or made, the Conversion EventRate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (cii) Interest If the Company distributes to all or substantially all holders of its Common Stock any rights, options or warrants entitling them, for a period expiring not more than 60 days immediately following the announcement date of such distribution, to purchase or subscribe for shares of its Common Stock at a price per share that is less than the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date of such distribution, the Conversion Rate shall cease be increased based on the following formula: OS0 + X CR1= CR0 x OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior to accrue 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; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date of such distribution. Any increase made under this Section 9(d)(ii) shall be made successively whenever any Notes 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 of Directors 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. For purposes of this Section 9(d)(ii), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date of such distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company 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 of Directors. (iii) If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets, securities or property of the Company 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 9(d)(i) or Section 9(d)(ii), (b) dividends or distributions paid exclusively in cash as to which the provisions of Section 9(d)(iv) shall apply and (c) Spin-Offs as to which the provisions set forth below in this Section 9(d)(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: ▇▇▇ = CR0 x SP0 – FMV 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 Directors) of the Distributed Property with respect to each outstanding share of the Common Stock. Any increase made under the portion of this Section 9(d)(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 of Directors 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, 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 in effect on the Record Date for the distribution. If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this Section 9(d)(iii) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing 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. With respect to an adjustment pursuant to this Section 9(d)(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 Company 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: FMV + MP0 CR1= CR0 x MP0 where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Ex-Date for the Spin-Off; CR1 = the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Ex-Date for the Spin-Off; FMV = the average of the Closing Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock over the 10 consecutive Trading Day period immediately following, and including, the Ex-Date for the Spin-Off; and MP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period immediately following, and including, the Ex-Date for the Spin-Off. The adjustment to the Conversion Rate under the preceding paragraph shall become effective at the close of business on the 10th Trading Day immediately following, and including, the Ex-Date for the Spin-Off; provided that, for purposes of determining the Conversion Rate, in respect of any conversion during the 10 Trading Days following, and including, the Ex-Date of any Spin-Off, references within the portion of this Section 9(d)(iii) related to Spin-Offs to 10 consecutive Trading Days shall be deemed to be replaced with such lesser number of consecutive Trading Days as have elapsed between the Ex-Date of such Spin-Off and the relevant Conversion Date. For purposes of this Section 9(d)(iii) (and subject in all respect to Section 9(j)), rights, options or warrants distributed by the Company to all holders of Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 9(d)(iii) (and no adjustment to the Conversion Rate under this Section 9(d)(iii) will be required) until the occurrence of the Optional earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion or the Mandatory Conversion (such date, the “Conversion Date”Rate shall be made under this Section 9(d)(iii). The accrued If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to May [ ], 2015, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion each such event shall be added deemed to be the date of distribution and Record Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the principal amount of such Note being converted.Conversion Rate under this Section 9(d)(iii) was made: (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a)any such rights, at options or warrants that shall all have been redeemed or purchased without exercise by any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversionholders thereof, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) final redemption or Mandatory Conversion pursuant to Section 12.01(b).purchase:

Conversion. (a) At any time following after May 30, 2001, Holders may surrender Securities for conversion into shares of Common Stock on a conversion date if, as of such conversion date, the receipt Quoted Price (as defined in the Indenture) of the Required Stockholder Approval and Common Stock for at least 20 trading days in the effectiveness 30 trading day period ending on the trading day prior to the conversion date is more than 110% of the Charter Amendmentconversion price per share of Common Stock on such conversion date. In addition, a Holder may surrender for conversion a Security which has been called for redemption pursuant to paragraph 5 hereof, even if the foregoing provisions 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 11.7 of the Indenture, or a dividend or distribution described in Section 11.8 of the Indenture where the fair market value of such dividend or distribution per share of Common Stock, as determined in the Indenture exceeds 15% of the current Market Price of the Common Stock as of the Trading Day immediately prior to the date of declaration, the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall be not less than 20 days prior to the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, ex-dividend time for such dividend or distribution and Securities may be surrendered for conversion at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemption, thereafter until the close of business on the Business Day immediately preceding prior to the Redemption Date ex- dividend time or until the Company announces that such distribution will not take place. 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 a merger which reclassifies or changes its Common Stock pursuant to which the Common Stock would be converted into cash, securities or other assets as set forth in Section 11.17 of the Indenture, the Securities may be surrendered for conversion at any time from or after the date the Company announces as the anticipated effective time until 15 days after the actual date of such transaction (2) 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 receiveable in connection therewith and received per share the kind and amount received per share by plurality of nonelecting shares). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount to be converted by the conversion price in effect on the conversion date, and rounding the result to the nearest 1/l00th of a share, with 500/1,000 of a share to be rounded up. Upon conversion, no payment or adjustment for accrued 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 paragraph 2 hereof) or for dividends or distributions on the Business Day immediately preceding Common Stock will be made. The Company will deliver a check for any fractional share issuable upon conversion. A Security in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Notice exercising the Maturity Date, into Common Stock, at a conversion rate (option of such Holder to required the “Conversion Rate”) Company to purchase such Security may be converted only if such notice of 81.2 shares per $1,000 principal amount exercise is withdrawn in accordance with the terms of the Notes Indenture. The initial conversion price is $65.1843 per share of Common Stock (plus cash expressed as such after giving effect to a two-for-one split of the Common Stock effective on May 30, 2001), subject to adjustment in certain events described in the Indenture. A Holder which surrenders Securities for conversion will receive a check in lieu of any fractional shares of Common Stock. To convert a Security, a Holder must (1) complete and sign the conversion notice on the reverse of 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 accordance with Section 12.03the name of a Person other than the Holder thereof. A Holder may convert a portion of a Security if the portion is $1,000 or an integral multiple of $1,000. The conversion price will be adjusted for the issuance of capital stock of the Company as a dividend or distribution on its Common Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of rights or warrants to purchase Common Stock at less than the current market price at the time; distributions to such holders of Common Stock of cash, debt securities (or other evidences of indebtedness) or other assets of the Company (excluding dividends or distributions for which adjustment is required to be made pursuant to another provision); certain dividends or other distributions consisting exclusively of cash to all holders of Common Stock; or for payments to holders of Common Stock pursuant to certain tender or exchange offers as provided in the Indenture. No adjustment in the conversion price will be required unless such adjustment would require a change of at least 1% in the conversion price then in effect; provided that any Holder of Notes who adjustment that would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall otherwise be required to provide 61 be made shall be carried forward and taken into account in any subsequent adjustment. However, no adjustment need be made if Securityholders are entitled to participate in certain of the above transactions or in certain other cases. The Company from time to time may voluntarily reduce the conversion price for a period of at least 20 days’ written notice to . If the Company prior is a party to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt a consolidation or merger, or a transfer or a lease of the Required Stockholder Approval and the effectiveness all or substantially all of the Charter Amendmentits assets or a merger which reclassifies or changes its outstanding Common Stock, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to convert a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes Security into Common Stock only if may be changed into a right to convert it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer into securities, cash or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” other assets of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionor another person. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following Upon the receipt Effective Date, each share of the Required Stockholder Approval Company Common Stock issued and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, immediately prior to the earliest Effective Date will, without any further action on the part of Fiserv or Fiserv Clearing, on the one hand, or the Company, on the other hand, be converted into the right to receive (the "Merger Consideration") directly (i) such number of shares of Fiserv Common Stock as shall equal the quotient (the "Exchange Ratio") of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2A) the close quotient of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”I) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.9951% of the ▇▇▇▇▇▇▇ Value (as hereinafter defined), divided by (II) the number of shares of Company Common Stock outstanding on the Effective Date, divided by (B) a number which is equal to the average closing price per share for Fiserv Common Stock as reported on the National Market System by National Association of Securities Dealers, Inc. Automated Quotations (as reported in The Wall Street Journal) for the 20 business days ending two business days prior to the Effective Date (the "Fiserv Share Value") and (ii) such amount of cash as shall equal the quotient of (A) 49% of the ▇▇▇▇▇▇▇ Value, divided by (B) the number of shares of Company Common Stock outstanding on the Effective Date. As of the Effective Date there will be no outstanding shares of Company Preferred Stock. All shares of Company Common Stock upon conversion and Company Preferred Stock held in the Company's treasury and, subject to Section 7.01(p), all outstanding unexercised stock options will be canceled. The names, addresses and number of such Holder’s Notes shall be required to provide 61 days’ written notice to shares of Company Common Stock owned on the date of this Agreement by the stockholders of the Company prior (the "Stockholders") is set forth on Schedule I to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06this Agreement. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal Not less than three days prior to the Conversion Rate then in effect (plus cash in lieu of fractional shares) if the Daily VWAP of the Common Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, Effective Date the Company shall deliver notice to the Holders Fiserv and Fiserv Clearing an estimated balance sheet of the Notes, Company as of the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion EventEffective Date, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer have been prepared in accordance with Section 4.10 or Section 4.15GAAP (as hereinafter defined) (the "Estimated Balance Sheet"), respectivelysetting forth, 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 reasonable detail the Company's estimate of Control Offer. (e) In the event that any Holder notified consolidated Stockholders' Equity for the Company and the Subsidiaries, but excluding any accruals for or payments of Taxes arising out of or related to the transactions contemplated hereby (1other than (x) a sale of assets or capital stock of a Subsidiary, (y) a sale of assets of the Company and (z) Taxes accrued in the case ordinary course of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date business of the provision of Company or any Subsidiary) (the Optional Conversion Notice and ending with "Stockholders' Equity"). As the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant only exception to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined preparation in accordance with Section 13(dGAAP, with respect to the New York Stock Exchange ("NYSE") seat currently held by Hanifen, Imhoff, Stockholders' Equity shall be calculated using the last published sale price of the Exchange Act NYSE for NYSE seats with option trading rights, rather than in accordance with GAAP. The "▇▇▇▇▇▇▇ Value" shall mean the sum of (i) difference (positive or negative) between (A) the Final Stockholders' Equity (as hereinafter defined) and the rules and regulations promulgated thereunder(B) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion$30,000,000, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionplus (ii) $97,200,000. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (1) The holders of the Series A Preferred Stock shall have conversion rights as follows (the "Series A Preferred Stock Conversion Rights"): (a) At any time following Each share of Series A Preferred Stock shall be convertible, at the receipt option of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notesholder thereof, at any time and from time to time, on any Business Day, prior to the earliest into such number of (1) if applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional fully paid and nonassessable shares of Common Stock as is determined by dividing $1,000, plus the amount of any accrued and unpaid dividends the Corporation elects to pay in accordance with Section 12.03Common Stock, by the Conversion Price (as defined below) in effect at the time of conversion. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of Series A Preferred Stock without the payment of additional consideration by the holder thereof (the "Conversion Price") shall be the lower of (i) three dollars and sixty-four cents ($3.64) or (ii) 85% of the average of the three lowest Closing Bid Prices of the shares of Common Stock for the twenty-five (25) trading days immediately preceding the Series A Preferred Stock Conversion Date (as hereinafter defined); provided that PROVIDED, HOWEVER, that, notwithstanding clauses (i) and (ii) above, for a period of 90 days following March 13, 2000 (the "Original Issue Date"), the Conversion Price shall not be less than one dollar and sixty cents ($1.60). For purposes of these Articles of Amendment, the term "Closing Bid Price" means, for any Holder security as of Notes who would beneficially own any date, the closing bid price on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, L.P. ("Bloomberg") or, if applicable, the closing bid price of the Common Stock in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for the Common Stock by Bloomberg, then the average of the bid prices of any market makers for such security as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the Closing Bid Price of the Common Stock can not be calculated on such date on any of the foregoing bases, the Closing Bid Price of the Common Stock on such date shall be the fair market value as determined in accordance with Section 13(d) by the holders of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% a majority of the outstanding shares of Series A Preferred Stock being converted for which the calculation of the Closing Bid Price is required in order to determine the Conversion Price of such shares. "Trading day" shall mean any day on which the Corporation's Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to is traded for any period on the Company prior to principal securities exchange or other securities market on which the Common Stock is then being traded. If, during any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following period following the receipt Original Issue Date, as a result of the Required Stockholder Approval occurrence of any of the events set forth in Section 3(f) or 3(g) of the Registration Rights Agreement, dated as of March 13, 2000, by and between the Corporation and the effectiveness of Purchaser set forth therein (the Charter Amendment"Registration Rights Agreement"), the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of Purchasers set forth therein are not able to sell shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then in effect (plus cash issuable upon conversion of, or in lieu of fractional shares) if the Daily VWAP dividends on, shares of the Common Series A Preferred Stock exceeds or is equal to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion registration statement filed pursuant to Section 12.01(a)such agreement, at any time beginning on the date holders of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Series A Preferred Stock or otherwise be deemed shall have the right, for any purpose during such period and thereafter, to be an “affiliate” designate as the Conversion Price any Conversion Price that would have been applicable during such period had such Series A Preferred Stock shareholder delivered a Notice of the Company for purposes of the Securities Act and/or the Exchange upon Conversion with respect to any such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionSeries A Preferred Stock. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following the receipt Each Holder of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes Preferred Stock shall have the right convert (the “Optional Conversion”) their outstanding Notesat any time, at any time and from time its option, to timeconvert, on any Business Day, prior subject to the earliest terms and provisions of (1) if applicablethis Section 8, with respect to a Note called for redemption, the close any or all of business on the Business Day immediately preceding the Redemption Date or (2) the close such Holder’s shares of business on the Business Day immediately preceding the Maturity Date, Preferred Stock into Common Stock, Stock at a conversion rate equal to the quotient of (i) the Liquidation Preference; divided by (ii) the Base Conversion Price (subject to adjustment as provided in this Section 8, the “Conversion Rate”) per share of 81.2 shares per $1,000 principal amount Preferred Stock (subject to the limitations set forth in Section 11). Notwithstanding the foregoing, but subject to the Conversion Cap, each Holder of Preferred Stock shall have the right (the “Seven-Year Holder Conversion Right”) at any time after the seven-year anniversary of the Notes Issue Date, if the then-current Conversion Price exceeds the Weighted Average Price for the Common Stock during any 10 consecutive Trading Days, at its option by delivery of a Notice of Conversion in accordance with Section 8(b) below no later than 5 Business Days following such 10th consecutive Trading Day, to convert any or all of such Holder’s shares of Preferred Stock into, at the Company’s sole discretion, either Common Stock, cash or a combination of Common Stock and cash; provided, that the Company 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 Company elects to issue Common Stock for all or a portion of such conversion, the “Conversion Rate” for such conversion (plus subject to the limitations set forth in Section 11) shall mean the quotient of the Liquidation Preference divided by the average Weighted Average Price for the Common Stock during the 20 consecutive Trading Days commencing on the Trading Day immediately following the Trading Day on which the Company provided such notice. If the Company does not elect a settlement method prior to the deadline set forth, the Company shall be deemed to have elected to settle the conversion entirely in Common Stock. Notwithstanding anything to the contrary herein, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be converted pursuant to this Section 8 in the aggregate into more than 19.99% of the shares of Common Stock outstanding on the Issue Date (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization) (such limitation, the “Conversion Cap”). Upon conversion of any share of Preferred Stock, the Company shall deliver to the converting Holder, in respect of each share of Preferred Stock being converted, a number of shares of Common Stock equal to the Conversion Rate, together with a cash payment in lieu of any fractional shares share of Common Stock in accordance with Section 12.0310, on the third Business Day immediately following the relevant Conversion Date; provided, that upon any Holder’s election to convert any share or shares of Preferred Stock pursuant to the second sentence of this Section 8(a), the Company shall have the option to deliver the applicable conversion value (or any portion thereof) in cash in lieu of shares of Common Stock, after providing such Holder at least 2 Business Days’ prior written notice of its election pursuant to this proviso; provided further, that any Holder such payment in cash in lieu of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock shall be made in an amount equal to the Liquidation Preference for every whole share of Preferred Stock so converted; provided further, that if the conversion value consists (x) solely of cash, then the Company shall deliver such cash payment to the Holder no later than 3 Trading Days from the receipt of the Notice of Conversion or (y) partially of cash, then the Company shall deliver such cash payment to the Holder simultaneously with the delivery of the Common Stock included in the conversion value. (b) Before any Holder shall be entitled to convert a share of Preferred Stock as set forth above, such Holder who: (i) holds a beneficial interest in a Global Preferred Share must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program (a “Conversion Instruction”) and, if required, pay all transfer or similar taxes or duties, if any; or (ii) holds Preferred Stock in definitive, certificated form must: (A) manually sign and deliver an irrevocable notice to the office of the Conversion Agent as set forth in the Form of Certificated Notice of Conversion (or a facsimile thereof) in the form included in Exhibit A hereto (a “Certificated Notice of Conversion”) and state in writing therein the number of shares of Preferred Stock to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered and registered; (B) surrender such shares of Preferred Stock, at the office of the Conversion Agent; (C) if required, furnish appropriate endorsements and transfer documents; and (D) if required, pay all transfer or similar taxes or duties, if any. The Conversion Agent shall notify the Company of any pending conversion pursuant to this Section 8 on the Conversion Date for such conversion. The date on which a Holder complies with the procedures in this clause (b) is the “Conversion Date.” If more than one share of Preferred Stock shall be surrendered for conversion at one time by the same Holder, the number of shares of Common Stock to be delivered upon conversion of such shares of Preferred Stock shall be computed on the basis of the aggregate number of shares of Preferred Stock so surrendered. (c) With respect to any conversion of shares of Preferred Stock: (i) if there shall have been surrendered certificate or certificates, as the case may be, representing a greater number of shares of Preferred Stock than the number of shares of Preferred Stock to be converted, the Company shall execute and the Registrar shall countersign and deliver to such Holder or such Holder’s designee, at the expense of the Company, new certificate or certificates, as the case may be, representing the number of shares of Preferred Stock that shall not have been converted; and (ii) if the shares of Preferred Stock converted are held in book-entry form through the facilities of the Depositary, promptly following the relevant Conversion Date, the Company shall cause the Transfer Agent and Registrar to reduce the number of shares of Preferred Stock represented by the global certificate by making a notation on Schedule I attached to the relevant Global Preferred Share. (d) Immediately prior to the close of business on the Conversion Date with respect to a conversion, a converting Holder of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon conversion of such Holder’s Notes Preferred Stock notwithstanding that the share register of the Company shall then be required closed or that certificates representing such Common Stock, if any, shall not then be actually delivered to provide 61 days’ written notice such Holder. On the date of any conversion, all rights with respect to the Company prior shares of Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, excepting only the rights of holders thereof (i) pursuant to Section 3(f) and (ii) to (A) receive certificates for the number of whole shares of Common Stock, if any, into which such shares of Preferred Stock have been converted (with a cash payment in lieu of any such conversion. fractional share of Common Stock in accordance with Section 10) and (B) exercise the rights to which they are thereafter entitled as holders of Common Stock, if any. (e) The Conversion Rate is subject to adjustment pursuant to Section 12.06.shall be adjusted, without duplication, upon the occurrence of any of the following events: (bi) Following If the receipt Company exclusively issues shares of Common Stock as a dividend or distribution on all shares of its Common Stock, or if the Required Stockholder Approval and the effectiveness of the Charter AmendmentCompany effects a share split or share combination, the Company Conversion Rate shall convert (be adjusted based on the “Mandatory Conversion”) any outstanding Notes into a following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as the case may be; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock per $1,000 principal amount of Notes equal outstanding immediately prior to the Conversion Rate then in effect (plus cash in lieu close of fractional shares) if business on the Daily VWAP of the Common Stock exceeds Record Date for such dividend or is equal distribution, or immediately prior to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount Effective Date of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer share split or a Change of Control Offer in accordance with Section 4.10 or Section 4.15share combination, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in as the case may be; and OS1 = the number of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock outstanding immediately after giving effect to such dividend or otherwise be deemed to be an “affiliate” 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 Company for purposes type described in this Section 8(e)(i) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the Securities Act and/or date the Exchange upon Board determines not to pay such conversiondividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (ii) If the Company will promptly enter into distributes to all or substantially all holders of its Common Stock any rights, options or warrants entitling them, for a Registration Rights Agreement covering period expiring not more than 60 days immediately following the announcement date of such distribution, to purchase or subscribe for shares of its Common Stock at a price per share that is less than the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution, the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number of shares of Common Stock received upon outstanding immediately prior to the close of business on the Record Date for such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).distribution;

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

Conversion. 11.1 Conversion at the option of the Lender (a) At any time prior to the Final Maturity Date and subject to Clause 11.3 (Final Maturity Conversion Notice), the Lender may elect, by serving no less than 30 days’ written irrevocable notice (the Conversion Notice) on the Borrower, to exercise its conversion right in respect of the principal amount outstanding of the Loan at such time (the Conversion Right) so as to convert the Loan (in whole and not in part) into the Conversion Shares (the Conversion) on a specified date (being a Business Day not less than 60 days after the date of such notice, the Conversion Date). To the extent the Conversion is the subject of any Mandatory Consent, the Conversion Date shall be extended as required in order for such Mandatory Consent to be obtained. (b) On the Conversion Date, the Borrower shall issue and allot the Conversion Shares to the Lender following which all liabilities of the Obligors in respect of the principal amount outstanding of the Loan and any accrued but unpaid interest) shall be irrevocably and unconditionally extinguished. (c) Subject to paragraph (d) below, on or prior to the Conversion Date (but in any event prior to the issue of the Conversion Shares), the Borrower shall: (i) if so required by the Lender and specified in the Conversion Notice, issue and allot ordinary shares to the ▇▇▇▇▇ Shareholder in an amount equal to the value of: (A) such amount of outstanding Structural Shareholder Indebtedness as specified by the Lender to be capitalised, following which a corresponding portion of the outstanding Structural Shareholder Indebtedness shall be irrevocably and unconditionally waived, terminated and extinguished; and (B) such amount of outstanding ▇▇▇▇▇ Funded Amounts as specified by the Lender to be capitalised following which a corresponding portion of the outstanding ▇▇▇▇▇ Funded Amounts shall be irrevocably and unconditionally waived, terminated and extinguished, and (ii) if so required by the Lender and specified in the Conversion Notice, procure the irrevocable and unconditional waiver and release of all Permitted Wider Group Debt Guarantees. (the Conversion Capitalisation and Release Right). 11.2 Conversion at the option of the Borrower (a) At any time following the receipt fifth anniversary of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, at any time and from time to time, on any Business Day, prior to the earliest of (1) if applicable, with respect to a Note called for redemptionClosing Date, the close of business on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity DateBorrower may, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Lender (the Borrower Conversion Rate is subject to adjustment pursuant to Section 12.06Notice), request that the Lender exercise its Conversion Right. (b) Following the Within 60 days of receipt of the Required Stockholder Approval and the effectiveness of the Charter AmendmentBorrower Conversion Notice, the Company shall convert Lender must either: (the “Mandatory Conversion”i) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount of Notes equal consent in writing to the Conversion Rate then in effect and deliver to the Borrower a Conversion Notice with such consent following receipt of which the provisions of Clause 11.1 (plus cash in lieu of fractional shares) if Conversion at the Daily VWAP option of the Common Stock exceeds or is equal Lender) shall apply; or (ii) consent to the Threshold Borrower repaying the Loan in full at the Repayment 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 by providing written notice to the Holders Borrower within 30 days of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision Borrower conversion Notice, and the Borrower shall then specify to the Lender the long-stop date by which it intends to repay the Loan (such date to be no later than the date falling 6 months after receipt of the Optional Conversion Notice and ending with the effectiveness of such Optional ConversionLender’s consent to repayment), and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, shall effect repayment by no later than that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionthat long-stop date. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) 6.1 At any time following after the receipt Issue Date until the Maturity Date, and provided that this Debenture is then outstanding, the Company is not subject to a cease trade order by any regulatory authority, and its shares of Common Stock are traded on the Required Stockholder Approval and Exchange, TSX Venture Exchange or similar stock exchange, the effectiveness of the Charter AmendmentPrincipal Amount then outstanding, Holders of the Notes shall have the right convert excluding any accrued interest thereon (the “Optional ConversionAccrued Interest”) their outstanding Notes), may be converted into Conversion Units at the option of the Holder, in whole or in part, at any time and from time to time. At the time of conversion, on any Business Day, prior the Holder may elect to have the Accrued Interest converted into shares of common stock at the a price per share equal to the earliest volume weighted average trading price of shares of common stock, calculated by dividing the total value by the total volume of securities traded for the five trading days immediately preceding the Conversion Date. 6.2 The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Annex A (1a “Notice of Conversion”), specifying the amount of the Principal Amount to be converted and the date on which such conversion is to be effected (a “Conversion Date”), which shall not be less than ten (10) if applicabledays following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, with respect the Conversion Date shall be the date that is ten (10) days following the date of delivery of the Notice of Conversion. To effect conversions hereunder, the Holder shall not be required to physically surrender the Debenture to the Company unless the entire Principal ▇▇▇▇▇▇ has been converted. 6.3 Conversions hereunder shall have the effect of lowering the outstanding Principal Amount in an amount equal to the applicable amount of the Principal Amount being converted. The Holder and the Company shall maintain records showing the Principal ▇▇▇▇▇▇ converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within five business days of receipt of such notice. The Holder, by acceptance of this Debenture, acknowledges and agrees that following conversion of a Note called for redemptionportion of this Debenture, the unpaid and unconverted Principal Amount may be less than the amount stated on the face hereof. 6.4 The number of Conversion Units issuable upon a conversion shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of the Principal Amount to be converted and (y) is the Conversion Price. 6.5 Not later than ten (10) Trading Days after any Conversion Date, the Company will deliver to the Holder certificates representing the Conversion Units which shall bear such restrictive legends and trading restrictions as are required by applicable laws, representing the number of shares of Common Stock and Warrants being acquired. 6.6 If the Company shall at any time or from time to time while any Principal Amount is still outstanding, effect a subdivision or reverse stock split of the outstanding Common Stock, the Conversion Price in effect immediately before a subdivision shall be proportionately decreased, and, conversely, the Conversion Price in effect immediately before a reverse stock split shall be proportionately increased. Any adjustment under this subsection 6.6 shall become effective at the close of business on the Business Day immediately preceding date the Redemption Date subdivision or (2) reverse stock split becomes effective. 6.7 If the Company at any time or from time to time while any Principal Amount is still outstanding, issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, the Conversion Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Business Day immediately preceding Conversion Price by a fraction (i) the Maturity Date, into Common Stock, at a conversion rate (numerator of which is the “Conversion Rate”) of 81.2 shares per $1,000 principal amount of the Notes (plus cash in lieu of fractional shares of Common Stock in accordance with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a total number of shares of Common Stock per $1,000 principal issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this subsection 6.7 to reflect the actual payment of such dividend or distribution. 6.8 If the Company at any time or from time to time while any Principal Amount is still outstanding, issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company other than shares of Common Stock or in other property, in each such event provision shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of Conversion Units receivable hereupon, the amount of Notes securities of the Company or other property which the Holder would have received had this Debenture been converted into Common Stock on the date of such event and had it thereafter, during the period from the date of such event to and including the conversion date, retained such securities or other property receivable by it as aforesaid during such period, subject to all other adjustments called for during such period under this subsection 6.8 with respect to the rights of the Holder or with respect to such other securities or other property by their terms. As used herein, the term “other property” does not include cash. 6.9 If at any time or from time to time while any Principal Amount is still outstanding, the Conversion Units issuable upon the conversion of this Debenture are changed into the same or a different number of shares of any class or series of stock, whether by recapitalization, reclassification or otherwise (other than a subdivision or reverse stock split or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 6), then in any such event the Holder shall have the right thereafter to convert this Debenture into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which this Debenture could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof. 6.10 Upon a conversion hereunder, the Company shall not be required to issue stock or warrant certificates representing fractions of Conversion Units, and the Holder shall be entitled to receive, in lieu of the final fraction of a Conversion Unit, cash equal to the value of such fraction of a Conversion Rate then Unit. 6.11 If at any time while this Debenture is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another entity, (ii) the Company effects any sale of all or substantially all of its assets in effect one or more transactions, (plus iii) any tender offer or exchange offer (whether by the Company or another entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash in lieu of fractional sharesor property, or (iv) if the Daily VWAP Company effects any reclassification of the Common Stock exceeds or any compulsory share exchange pursuant to which the Common Stock is equal effectively converted into or exchanged for other securities, cash or property (other than a subdivision or reverse stock split or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 5) (in any such case, a “Fundamental Change”), then upon any subsequent conversion of this Debenture, the Holder shall have the right to receive, for each Conversion Unit that would have been issuable upon such conversion absent such Fundamental Change, the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Change if it had been, immediately prior to such Fundamental Change, the holder of one share of Common Stock (the “Mandatory Conversion EventAlternate Consideration”). Upon If holders of Common Stock are given any choice as to the occurrence securities, cash or property to be received in a Fundamental Change, 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 Change. In the Mandatory Conversion Eventevent of a Fundamental Change, the Company or the successor or purchasing entity, as the case may be, shall deliver notice to execute with the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, Holder 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.written agreement providing that: (ca) Interest this Debenture shall cease thereafter entitle the Holder to accrue on any Notes on purchase the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted.Alternate Consideration; (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1b) in the case of an Optional Conversion pursuant to Section 12.01(a)any such successor or purchasing entity, at any time beginning on upon such consolidation, merger, statutory exchange, combination, sale or conveyance such successor or purchasing entity shall be jointly and severally liable with the date Company for the performance of all of the provision of Company’s obligations under this Debenture and the Optional Conversion Notice and ending Subscription Agreement entered into in connection with the effectiveness issuance of this Debenture; and (c) if registration or qualification is required under the Exchange Act or other applicable securities laws for the public resale by the Holder of shares of stock and other securities so issuable upon conversion of this Debenture, such Optional Conversionregistration or qualification shall be completed prior to such reclassification, and (2) change, consolidation, merger, statutory exchange, combination or sale. 6.12 If, in the case of a Mandatory Conversion pursuant any Fundamental Change, the Alternate Consideration includes shares of stock, other securities, other property or assets of an entity other than the Company or any such successor or purchasing entity, as the case may be, in such Fundamental Change, then such written agreement shall also be executed by such other entity and shall contain such additional provisions to Section 12.01(b), at any time beginning with protect the date interests of the Mandatory Conversion Event and ending 30 calendar days following Holder as the effectiveness board of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” directors of the Company for purposes shall reasonably consider necessary by reason of the Securities Act and/or foregoing. At the Exchange upon such conversionHolder’s request, then any successor to the Company will promptly enter or surviving entity in such Fundamental Change shall issue to the Holder a new Debenture consistent with the foregoing provisions and evidencing the Holder’s right to convert such Debenture into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request Alternate Consideration. The terms of any Holder, agreement pursuant to which a Fundamental Change is effected shall include terms requiring any such successor or surviving entity to comply with the Company provisions of this section and insuring that this Debenture (or any such replacement security) will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act similarly adjusted upon any Optional Conversion pursuant subsequent transaction analogous to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b)a Fundamental Change.

Conversion. (a) At any time following Subject to the receipt provisions of this ARTICLE III and of ARTICLE I, at the Effective Time, by virtue of the Required Stockholder Approval Merger and without any action on the effectiveness part of the Charter Amendmentholders thereof, Holders the shares of the Notes constituent corporations shall have be converted as follows: (i) Each of the right convert (shares of First Charter Common Stock and each of the “Optional Conversion”) their shares of capital stock of FCNB issued and outstanding Notes, at any time and from time to time, on any Business Day, immediately prior to the earliest Effective Time shall remain outstanding and shall not be changed; (ii) Each of the shares of CSB Common Stock held by First Charter or any of its wholly owned Subsidiaries or CSB or its wholly owned Subsidiaries immediately prior to the Effective Time, other than shares held by First Charter or CSB or any of their respective wholly owned Subsidiaries in a fiduciary capacity or as a result of debts previously contracted, shall be canceled and retired at the Effective Time and no consideration shall be issued in exchange therefor; and (1iii) if applicableEach other share of CSB Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares held by dissenting shareholders who perfect their statutory appraisal rights) shall, with respect to a Note called for redemptionIPSO FACTO, at the close of business Effective Time, and without any action on the Business Day immediately preceding the Redemption Date or (2) the close of business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per $1,000 principal amount part of the Notes (plus cash in lieu holders thereof, be converted into and become the right to receive a fractional number of fractional shares of First Charter 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 equal to the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to the Company prior to any such conversion. The Conversion Rate is subject to adjustment pursuant to Section 12.06Ratio. (b) Following the receipt Each CSB Option outstanding as of the Required Stockholder Approval and Effective Time shall be treated in accordance with the effectiveness provisions of the Charter Amendment, the Company shall convert SECTION 8.07. (the “Mandatory Conversion”c) Notwithstanding any outstanding Notes into a number other provision of this Agreement: (i) Each holder of shares of CSB Common Stock per $1,000 principal exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of First Charter Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of First Charter Common Stock multiplied by the Fair Market Value of one share of First Charter Common Stock on the last business day preceding the Effective Time. No such holder will be entitled to dividends, voting rights or any other rights as a shareholder in respect of any fractional share; and (ii) No shares of First Charter Common Stock shall be issued with respect to any shares of CSB Common Stock held by a shareholder who shall have taken all action necessary to allow such shareholder to make a claim to be paid the value of such shareholder's shares in cash under applicable laws providing appraisal rights to dissenting shareholders, unless and until such time as any such rights are waived. (d) At the Effective Time, the stock transfer books of CSB shall be closed as to holders of CSB Common Stock immediately prior to the Effective Time and no transfer of CSB Common Stock by any such holder shall thereafter be made or recognized. If, after the Effective Time, certificates are properly presented in accordance with ARTICLE IV of this Agreement to the exchange agent, which shall be selected by First Charter and may be a bank Subsidiary of First Charter (the "Exchange Agent"), such certificates shall be canceled and exchanged for certificates representing the number of whole shares of First Charter Common Stock and a check representing the amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares) , if any, into which the Daily VWAP of the CSB Common Stock exceeds represented thereby was converted in the Merger. Notwithstanding any other provision of this Agreement, neither First Charter, FCNB nor the Exchange Agent shall be liable to a holder of CSB Common Stock for any amount paid or is equal property delivered in good faith to the Threshold Price in effect on each applicable Trading Day for at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted public official pursuant to an Optional Conversion any applicable abandoned property, escheat or Mandatory Conversion shall be added to the principal amount of such Note being convertedsimilar law. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).

Conversion. (a) At any time following the receipt Each Holder of the Required Stockholder Approval and the effectiveness of the Charter Amendment, Holders of the Notes Preferred Stock shall have the right convert (the “Optional Conversion”) their outstanding Notesat any time, at any time and from time its option, to timeconvert, on any Business Day, prior subject to the earliest terms and provisions of (1) if applicablethis Section 8, with respect to a Note called for redemption, the close any or all of business on the Business Day immediately preceding the Redemption Date or (2) the close such Holder’s shares of business on the Business Day immediately preceding the Maturity Date, Preferred Stock into Common Stock, Stock at a conversion rate equal to the quotient of (i) the Liquidation Preference; divided by (ii) the Base Conversion Price (subject to adjustment as provided in this Section 8, the “Conversion Rate”) per share of 81.2 shares per $1,000 principal amount Preferred Stock (subject to the limitations set forth in Section 11). Notwithstanding the foregoing, but subject to the Conversion Cap, each Holder of Preferred Stock shall have the right (the “Seven-Year Holder Conversion Right”) at any time after the seven-year anniversary of the Notes Issue Date, if the then-current Conversion Price exceeds the Weighted Average Price for the Common Stock during any 10 consecutive Trading Days, at its option by delivery of a Notice of Conversion in accordance with Section 8(b) below no later than 5 Business Days following such 10th consecutive Trading Day, to convert any or all of such Holder’s shares of Preferred Stock into, at the Company’s sole discretion, either Common Stock, cash or a combination of Common Stock and cash; provided, that the Company 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 Company elects to issue Common Stock for all or a portion of such conversion, the “Conversion Rate” for such conversion (plus subject to the limitations set forth in Section 11) shall mean the quotient of the Liquidation Preference divided by the average Weighted Average Price for the Common Stock during the 20 consecutive Trading Days commencing on the Trading Day immediately following the Trading Day on which the Company provided such notice. If the Company does not elect a settlement method prior to the deadline set forth, the Company shall be deemed to have elected to settle the conversion entirely in Common Stock. Notwithstanding anything to the contrary herein, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be converted pursuant to this Section 8 in the aggregate into more than 19.99% of the shares of Common Stock outstanding on the Issue Date (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization) (such limitation, the “Conversion Cap”). Upon conversion of any share of Preferred Stock, the Company shall deliver to the converting Holder, in respect of each share of Preferred Stock being converted, a number of shares of Common Stock equal to the Conversion Rate, together with a cash payment in lieu of any fractional shares share of Common Stock in accordance with Section 12.0310, on the third Business Day immediately following the relevant Conversion Date; provided, that upon any Holder’s election to convert any share or shares of Preferred Stock pursuant to the second sentence of this Section 8(a), the Company shall have the option to deliver the applicable conversion value (or any portion thereof) in cash in lieu of shares of Common Stock, after providing such Holder at least 2 Business Days’ prior written notice of its election pursuant to this proviso; provided further, that any Holder such payment in cash in lieu of Notes who would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock shall be made in an amount equal to the Liquidation Preference for every whole share of Preferred Stock so converted; provided further, that if the conversion value consists (x) solely of cash, then the Company shall deliver such cash payment to the Holder no later than 3 Trading Days from the receipt of the Notice of Conversion or (y) partially of cash, then the Company shall deliver such cash payment to the Holder simultaneously with the delivery of the Common Stock included in the conversion value. (b) Before any Holder shall be entitled to convert a share of Preferred Stock as set forth above, such Holder shall (1) manually sign and deliver an irrevocable notice to the office of the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) in the form included in Exhibit A hereto (a “Notice of Conversion”) and state in writing therein the number of shares of Preferred Stock to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered and registered, (2) surrender such shares of Preferred Stock, at the office of the Conversion Agent and (3) if required, furnish appropriate endorsements and transfer documents. The Conversion Agent shall notify the Company of any pending conversion pursuant to this Section 8 on the Conversion Date for such conversion. The date on which a Holder complies with the procedures in this clause (b) is the “Conversion Date.” If more than one share of Preferred Stock shall be surrendered for conversion at one time by the same Holder, the number of shares of Common Stock to be delivered upon conversion of such shares of Preferred Stock shall be computed on the basis of the aggregate number of shares of Preferred Stock so surrendered. (c) Immediately prior to the close of business on the Conversion Date with respect to a conversion, a converting Holder of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon conversion of such Holder’s Notes Preferred Stock notwithstanding that the share register of the Company shall then be required closed or that certificates representing such Common Stock, if any, shall not then be actually delivered to provide 61 days’ written notice such Holder. On the date of any conversion, all rights with respect to the Company prior shares of Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, excepting only the rights of holders thereof (x) pursuant to Section 3(f) and (y) to (i) receive certificates for the number of whole shares of Common Stock, if any, into which such shares of Preferred Stock have been converted (with a cash payment in lieu of any such conversion. fractional share of Common Stock in accordance with Section 10); and (ii) exercise the rights to which they are thereafter entitled as holders of Common Stock, if any. (d) The Conversion Rate shall be adjusted, without duplication, upon the occurrence of any of the following events: (i) If the Company exclusively issues shares of Common Stock as a dividend or distribution on all shares of its Common Stock, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as the case may be; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as the case may be; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 8(d)(i) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 8(d)(i) is subject declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (ii) If the Company distributes to all or substantially all holders of its Common Stock any rights, options or warrants entitling them, for a period expiring not more than 60 days immediately following the announcement date of such distribution, to purchase or subscribe for shares of its Common Stock at a price per share that is less than the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution, the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution. Any increase made under this Section 8(d)(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(d)(ii), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date of such distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company 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 Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets, securities or property of the Company or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of Common Stock, excluding (a) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section 12.06. 8(d)(i) or Section 8(d)(ii), (b) Following dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to (or a cash amount paid pursuant to the receipt last paragraph of) Section 8(d)(iv) and (c) Spin-Offs as to which the provisions set forth below in this Section 8(d)(iii) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets, securities or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution; SP0 = the average of the Required Stockholder Approval and the effectiveness Closing Sale Prices of the Charter AmendmentCommon Stock over the 10 consecutive Trading Day period ending on, and including, the Company Trading Day immediately preceding the Ex-Date for such distribution; and FMV = the fair market value as of the Record Date for such distribution (as determined by the Board) of the Distributed Property with respect to each outstanding share of the Common Stock. Any increase made under the portion of this Section 8(d)(iii) above shall convert become effective immediately after the close of business on the Record Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased, effective as of the date the Board determines not to pay the distribution, to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the “Mandatory Conversion”) any outstanding Notes into foregoing increase, each Holder of Preferred Stock shall receive, for each share of Preferred Stock, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of Distributed Property that such Holder would have received as if such Holder owned a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate then (determined without regard to the Conversion Cap or Beneficial Ownership Limitation) in effect on the Record Date for the distribution. With respect to an adjustment pursuant to this Section 8(d)(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 Company 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 (plus cash a “Spin-Off”), the Conversion Rate will be increased based on the following formula: where, CR0 = the Conversion Rate in lieu effect immediately prior to the close of fractional shares) if business on the Daily VWAP 10th Trading Day immediately following, and including, the Ex-Date for the Spin-Off; CR1 = the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Ex-Date for the Spin-Off; FMV = the average of the Closing Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock exceeds or is equal applicable to one share of Common Stock over the 10 consecutive Trading Day period immediately following, and including, the Ex-Date for the Spin-Off; and MP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period immediately following, and including, the Ex-Date for the Spin-Off. The adjustment to the Threshold Price in effect on each applicable Trading Day for Conversion Rate under the preceding paragraph shall become effective at least 15 consecutive Trading Days (the “Mandatory Conversion Event”). Upon the occurrence of the Mandatory Conversion Event, the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open close of business on the second business day following such Mandatory Conversion Event10th Trading Day immediately following, 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 dateand including, the “Ex-Date for the Spin-Off; provided that, for purposes of determining the Conversion Date”). The accrued and unpaid interest on Rate, in respect of any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to conversion during the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion10 Trading Days following, and (2including, the Ex-Date of any Spin-Off, references within the portion of this Section 8(d)(iii) in the case of a Mandatory Conversion pursuant related to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise Spin-Offs to 10 consecutive Trading Days shall be deemed to be an “affiliate” replaced with such lesser number of consecutive Trading Days as have elapsed between the Company for purposes Ex-Date of such Spin-Off and the Securities Act and/or the Exchange upon such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares of Common Stock received upon such conversionrelevant Conversion Date. (fiv) At If any cash dividend or distribution (not including the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not be an “affiliate” payment of the Company for purposes of the Securities Act and/or the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(b).Special Dividend Withholding Tax

Conversion. (a) At any time following the receipt of the Required Stockholder Approval A Holder may convert his or her Security into cash and the effectiveness of the Charter Amendment, Holders of the Notes shall have the right convert (the “Optional Conversion”) their outstanding Notes, ADRs at any time and from time to time, on any Business Day, prior to the earliest close of business on May 15, 2008, or (1x) if applicable, with respect to a Note the Security is called for redemptionredemption 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 Redemption Date date fixed for such redemption, or (2y) if the close Security 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 business on the Business Day immediately preceding the Maturity Date, into Common Stock, at a conversion rate (the “Conversion Rate”) of 81.2 shares per Holder To Elect Purchase Notice. For each $1,000 principal amount of Securities, (i) the Notes amount of cash so payable upon conversion (plus cash the “Cash Conversion Consideration”) shall be $405.74 and (ii) the number of ADRs issuable upon 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 rate”) obtained by dividing $1,000 by the initial conversion price of $ 04 per share. The Cash Conversion 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 shares ADR. The Cash Conversion Consideration and the conversion rate take into account any adjustments (i) pursuant to the Merger and (ii) occurring prior to the date hereof. On conversion no payment or adjustment for any unpaid and accrued interest, or liquidated damages with respect to, the Securities will be made. If a Holder surrenders a Security for conversion between the record date for the payment of Common Stock in accordance interest and the next interest payment date, such Security, when surrendered for conversion, must be accompanied by payment of an amount equal to the interest thereon which the registered Holder on such record date is to receive. To convert a Security a Holder must (1) complete and sign the Conversion Notice, with Section 12.03); provided that any Holder of Notes who would beneficially own (as determined in accordance with Section 13(d) appropriate signature guarantee, on the back of the Exchange Act Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the rules and regulations promulgated thereunderRegistrar or Conversion Agent, (4) pay the amount of interest, if any, the Holder may be paid as provided in excess of 9.99% the last sentence of the outstanding shares above paragraph and (5) pay any transfer or similar tax if required. A Holder may convert a portion of Common Stock upon conversion of such Holder’s Notes shall be required to provide 61 days’ written notice to a Security if the Company prior to any such conversion. The Conversion Rate portion is subject to adjustment pursuant to Section 12.06. (b) Following the receipt of the Required Stockholder Approval and the effectiveness of the Charter Amendment, the Company shall convert (the “Mandatory Conversion”) any outstanding Notes into a number of shares of Common Stock per $1,000 principal amount or a whole multiple of Notes equal to $1,000 principal amount. Any ADRs issued upon conversion of a Security shall bear the Conversion Rate then in effect (plus cash in lieu of fractional shares) if Private Placement Legend until after the Daily VWAP second anniversary 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 later of the Mandatory Conversion Event, issue date for the Securities and the last date on which the Company shall deliver notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) (such notice, a “Mandatory Conversion Notice”) not later than the open of business on the second business day following such Mandatory Conversion Event, which notice shall specify that the Mandatory Conversion shall occur not later than the third business day following the notice of the Mandatory Conversion Event. (c) Interest shall cease to accrue on or any Notes on the date of occurrence of the Optional Conversion or the Mandatory Conversion (such date, the “Conversion Date”). The accrued and unpaid interest on any Note being converted pursuant to an Optional Conversion or Mandatory Conversion shall be added to the principal amount of such Note being converted. (d) If a Holder exercises its right to require the Company to repurchase its Notes pursuant to a Prepayment Offer or a Change of Control Offer in accordance with Section 4.10 or Section 4.15, respectively, such Holder may convert its Notes into Common Stock only if it withdraws its election to have its Notes repurchased in connection with such Prepayment Offer or Change of Control Offer. (e) In the event that any Holder notified the Company (1) in the case of an Optional Conversion pursuant to Section 12.01(a), at any time beginning on the date of the provision of the Optional Conversion Notice and ending with the effectiveness of such Optional Conversion, and (2) in the case of a Mandatory Conversion pursuant to Section 12.01(b), at any time beginning with the date of the Mandatory Conversion Event and ending 30 calendar days following the effectiveness of such conversion, that such Holder will beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 9.99% of the outstanding shares of Common Stock or otherwise be deemed to be an “affiliate” Affiliate of the Company for purposes was the owner of such ADRs or the Security (or any predecessor security) from which such ADRs were converted (or such shorter period of time as permitted by Rule 144(k) under the Securities Act and/or the Exchange upon or any successor provision thereunder) (or such conversion, then the Company will promptly enter into a Registration Rights Agreement covering the shares longer period of Common Stock received upon such conversion. (f) At the request of any Holder, the Company will use its reasonable efforts to cooperate with such Holder to confirm with brokers that such Holder will not time as may be an “affiliate” of the Company for purposes of required under the Securities Act and/or or applicable state securities laws in the Exchange Act upon any Optional Conversion pursuant to Section 12.01(a) or Mandatory Conversion pursuant to Section 12.01(bOpinion of Counsel for the Company, unless otherwise agreed by the Company and the Holder thereof).