Common use of Right to Convert Clause in Contracts

Right to Convert. (a) Subject to and upon compliance with the provisions of this Agreement, each Holder shall have the right, at such Holder’s option, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of such Holder’s Notes, or any portion of such Principal Amount that is $1,000 and any integral multiple of $1,000 in excess thereof, into shares of Common Stock (and, if applicable, cash in lieu of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notes.

Right to Convert. (a) Subject to and upon compliance with the provisions Each share of this Agreement, each Holder Series B Preferred Stock shall have the rightbe convertible, at the option of the holder thereof upon exercise in accordance with Section 4.1(b), without the payment of additional consideration, into such Holder’s optionnumber of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Issue Price by the Series B Conversion Price (as defined below) in effect at the time of conversion. The "Series B Conversion Price" shall initially be equal to $0.31755. Such initial Series B Conversion Price, and the rate at any time prior to the Close which shares of Business on the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of such Holder’s Notes, or any portion of such Principal Amount that is $1,000 and any integral multiple of $1,000 in excess thereof, Series B Preferred Stock may be converted into shares of Common Stock (andStock, if applicable, cash in lieu of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes may shall be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreementadjustment as provided below. (b) For any A record holder of shares of Series B Preferred Stock may effect the optional conversion thereof in accordance with Section 4.1(a) by making a written demand for such conversion (a "Series B Conversion Date Demand") upon the Company at its principal executive offices that occurs prior sets forth (i) the number of shares of Series B Preferred Stock to be converted; and (ii) the proposed date of such conversion, which shall be a Business Day not less than 5 Business Days after the date of such Series B Conversion Demand (the "Series B Conversion Date"). The Series B Conversion Demand shall be accompanied by the certificate representing such shares or, if such certificate has been lost or stolen, a lost stock certificate affidavit and indemnification agreement in form and substance satisfactory to the Maturity Date (other than Company and, if the Company shall so request, evidence that such holder shall have posted a conversion in connection with a Make-Whole Fundamental Change)bond satisfactory to the Company. As soon as practicable after the Series B Conversion Date, the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding issue and deliver to such Regular Record Date, holder a certificate for the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock issuable upon such conversion in accordance with the provisions hereof (rounded down to the nearest whole share). Upon surrender of a converting Holder will certificate representing Series B Preferred Stock to be converted in part, the Company shall after the Series B Conversion Date issue a certificate representing the number of full shares of Series B Preferred Stock not so converted. (c) All outstanding shares of Series B Preferred Stock to be converted pursuant to the Series B Conversion Demand shall, on the Series B Conversion Date, be converted into Common Stock for all purposes. On and after the Series B Conversion Date, (i) no such shares of Series B Preferred Stock shall be deemed to be outstanding or be transferable on the books of the Company or the stock transfer agent, if any, for such shares of Series B Preferred Stock, and (ii) the holder of such shares, as such, shall not be entitled to receive will be any dividends or other distributions, to receive notices or to vote such shares or to exercise or to enjoy any other powers, preferences or rights in respect thereof, other than the right, upon surrender of the certificate representing such shares, to receive a certificate for the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or into which such shares shall have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesbeen converted.

Right to Convert. (ai) Subject to and upon compliance with the provisions Each share of this Agreement, each Holder Series I Preferred Stock shall have the rightbe convertible, at such Holder’s optionthe option of the holder thereof, at any time prior and from time to time, and without the Close payment of Business on additional consideration by the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of such Holder’s Notes, or any portion of such Principal Amount that is $1,000 and any integral multiple of $1,000 in excess holder thereof, into such number of fully paid and nonassessable shares of Class A Common Stock as is determined by dividing (andx) the Original Issue Price by (y) the Series I Conversion Price (as defined below) in effect at the time of conversion (a “Voluntary Conversion”). The Series I Conversion Price shall initially be $0.44. The Series I Conversion Price, if applicable, cash in lieu and the rate at which shares of any fractional share Series I Preferred Stock may be converted into shares of Class A Common Stock). Notwithstanding anything , shall be subject to the contrary: (i) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day;adjustment as provided below. (ii) in no event may any Note be converted after To complete a Voluntary Conversion of shares of Series I Preferred Stock the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except holder thereof shall deliver to the extent Corporation at its principal office (A) a completed and executed notice of conversion substantially in the Company fails form attached hereto as Exhibit A (the “Conversion Notice”) and (B) the certificate representing the shares of Series I Preferred Stock to pay be so converted. The Corporation shall, within three (3) trading days following the Redemption Price for date of receipt by the Corporation of the executed Conversion Notice and such Note share certificate, direct its transfer agent to issue and deliver, in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contraryStockholder Instructions, the number of shares of Class A Common Stock to which the Company may deliver in connection with holder shall be entitled. In the event that any such conversion is for a conversion portion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Series I Preferred Stock per $1,000 principal amount represented by the share certificate surrendered for conversion, the Corporation shall issue and deliver to the holder (to the address of Notes, subject to adjustment at such holder on the same time books and in records of the same manner as Corporation) promptly after such conversion a new share certificate representing the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu remainder of any fractional share or have any further obligation to deliver any the shares of Common Series I Preferred Stock. (iii) All shares of Series I Preferred Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant which shall have been converted as herein provided shall no longer be deemed to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment be outstanding and all rights with respect to such Notesshares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate on the date the Conversion Notice is received by the Corporation, except only the right of the holders thereof to receive shares of Class A Common Stock in exchange therefor. Any shares of Series I Preferred Stock so converted shall be retired and cancelled and shall not be reissued, and the Corporation (without the need for stockholder action) may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of Series I Preferred Stock accordingly.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementNote, each the Holder shall have the right, at such the Holder’s 's option, at any time prior to the Close close of Business business on the Business Final Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 5(a) and 5(b) or the Company shall have exercised its redemption rights under Section 2(b), such conversion right shall terminate with respect to the portion of this Note to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day immediately preceding prior to the Maturity Datelater of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7(k) the applicable Repurchase Price or Optional Redemption Consideration unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the Principal Amount principal amount of such Holder’s Notesthis Note, or any portion of such Principal Amount that principal amount which is at least $1,000 10,000 (or such lesser principal amount of this Note as shall be outstanding at such time), plus accrued and any integral multiple of $1,000 in excess thereofunpaid interest, into that number of fully paid and non-assessable shares of Common Stock (andas such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date plus (z) accrued and unpaid interest, if applicableany, cash at the Default Rate on the amount referred to in lieu of any fractional share of Common Stock). Notwithstanding anything the immediately preceding clause (y) to the contrary: applicable Conversion Date by (i2) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) Conversion Price in no event may any Note be converted after the Close of Business effect on the Business Day immediately preceding applicable Conversion Date, by giving a Conversion Notice in the Maturity Date; (iii) manner provided in Section 6(b); provided, however, that, if the Company calls at any time this Note for Redemption is converted in whole or in part pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change6(a), the Company shall make an Interest Make-Whole Payment to does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting required to be issued pursuant hereto, then, at the election of the Holder will made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive will from the Company, in lieu of the shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares equal of Common Stock which the Company is unable to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and issue times (y) the simple arithmetic average of the Daily VWAP of the shares Market Price for the ten (10) Common Stock during the five consecutive Trading Days ending on and including immediately prior to the Trading Day immediately preceding the applicable Conversion Date. Notwithstanding anything herein Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the contrary, total amount payable less the number principal portion of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 this Note converted as to which such payment is required to be made because shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04are not then available for issuance upon such conversion. The Company will Holder is not be required entitled to make any cash payments in lieu rights of any fractional share or a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have any further obligation been converted to deliver any Common Stock under this Section 6. For purposes of Sections 6(e) and 6(f), whenever a provision references the shares of Common Stock into which this Note (or pay any cash in excess a portion hereof) is convertible or the shares of the threshold described above. In addition, if in connection with any Common Stock issuable upon conversion of Notesthis Note (or a portion hereof) or words of similar import, the Conversion Rate is adjusted pursuant to Section 7.07, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesavailable for issuance upon conversion in full of this Note.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementNote, each the Holder shall have the right, at such the Holder’s 's option, at any time prior to the Close close of Business business on the Business Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 5.1 and 5.2, such conversion right shall terminate with respect to the portion of this Note to be repurchased, at the close of business on the last Trading Day immediately preceding prior to the Maturity Date, later of (x) the date the Company is required to make such repurchase and (y) the date the Company pays or deposits in accordance with Section 7.10 the applicable Repurchase Price unless in any such case the Company shall default in payment due upon repurchase or) to convert the Principal Amount principal amount of such Holder’s Notesthis Note, or any portion of such Principal Amount that principal amount which is at least $1,000 (or such lesser principal amount of this Note as shall be outstanding at such time), plus accrued and any integral multiple of $1,000 in excess thereofunpaid interest, into that number of fully paid and non-assessable shares of Common Stock (andas such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date plus (z) accrued and unpaid Default Interest, if applicableany, cash on the amount referred to in lieu of any fractional share of Common Stock). Notwithstanding anything the immediately preceding clause (y) to the contrary: applicable Conversion Date by (i2) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) Conversion Price in no event may any Note be converted after the Close of Business effect on the Business Day immediately preceding applicable Conversion Date, by giving a Conversion Notice in the Maturity Date; (iii) manner provided in Section 6.2; provided, however, that, if the Company calls at any time this Note for Redemption is converted in whole or in part pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change)6.1, the Company shall make an Interest Make-Whole Payment to does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting required to be issued pursuant hereto, then, at the election of the Holder will made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive will from the Company, in lieu of the shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares equal of Common Stock which the Company is unable to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and issue times (y) the simple arithmetic average of the Daily VWAP of the shares Market Price for the ten (10) Common Stock during the five consecutive Trading Days ending on and including immediately prior to the Trading Day immediately preceding the applicable Conversion Date. Notwithstanding anything herein Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the contrary, total amount payable less the number principal portion of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 this Note converted as to which such payment is required to be made because shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04are not then available for issuance upon such conversion. The Company will Holder is not be required entitled to make any cash payments in lieu rights of any fractional share or a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have any further obligation been converted to deliver any Common Stock under this Article VI. For purposes of Sections 6.5 and 6.6, whenever a provision references the shares of Common Stock into which this Note (or pay any cash in excess a portion hereof) is convertible or the shares of the threshold described above. In addition, if in connection with any Common Stock issuable upon conversion of Notesthis Note (or a portion hereof) or words of similar import, the Conversion Rate is adjusted pursuant to Section 7.07, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesavailable for issuance upon conversion in full of this Note.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementNote, each the Holder shall have the right, at such the Holder’s 's option, at any time prior to the Close close of Business business on the Business Maturity Date [(except that, if the Holder shall have exercised repurchase rights under Sections 5(a) and 5(b) or the Company shall have exercised its redemption rights under Section 2(b), such conversion right shall terminate with respect to the portion of this Note to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day immediately preceding prior to the Maturity Datelater of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7(k) the applicable Repurchase Price or Optional Redemption Consideration unless in any such case the Company shall default in payment due upon repurchase or redemption hereof)] to convert the Principal Amount principal amount of such Holder’s Notesthis Note, or any portion of such Principal Amount that principal amount which is at least $1,000 10,000 (or such lesser principal amount of this Note as shall be outstanding at such time), plus accrued and any integral multiple of $1,000 in excess thereofunpaid interest, into that number of fully paid and non-assessable shares of Common Stock (andas such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted PLUS (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the applicable Conversion Date PLUS (z) accrued and unpaid Default Interest, if applicableany, cash on the amount referred to in lieu of any fractional share of Common Stock). Notwithstanding anything the immediately preceding clause (y) to the contrary: applicable Conversion Date BY (i2) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) Conversion Price in no event may any Note be converted after the Close of Business effect on the Business Day immediately preceding applicable Conversion Date, by giving a Conversion Notice in the Maturity Date; (iii) manner provided in Section 6(b); PROVIDED, HOWEVER, that, if the Company calls at any time this Note for Redemption is converted in whole or in part pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change6(a), the Company shall make an Interest Make-Whole Payment to does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting required to be issued pursuant hereto, then, at the election of the Holder will made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive will from the Company, in lieu of the shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares equal of Common Stock which the Company is unable to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and issue TIMES (y) the simple arithmetic average of the Daily VWAP of the shares Market Price for the ten (10) Common Stock during the five consecutive Trading Days ending on and including immediately prior to the Trading Day immediately preceding the applicable Conversion Date. Notwithstanding anything herein Any such payment shall, for all purposes of this Note, be deemed to be a payment of principal plus a premium equal to the contrary, total amount payable less the number principal portion of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 this Note converted as to which such payment is required to be made because shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04are not then available for issuance upon such conversion. The Company will Holder is not be required entitled to make any cash payments in lieu rights of any fractional share or a holder of Common Stock until the Holder has converted this Note to Common Stock, and only to the extent this Note is deemed to have any further obligation been converted to deliver any Common Stock under this Section 6. For purposes of Sections 6(e) and 6(f), whenever a provision references the shares of Common Stock into which this Note (or pay any cash in excess a portion hereof) is convertible or the shares of the threshold described above. In addition, if in connection with any Common Stock issuable upon conversion of Notesthis Note (or a portion hereof) or words of similar import, the Conversion Rate is adjusted pursuant to Section 7.07, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesavailable for issuance upon conversion in full of this Note.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder shall have the right, at such Holder’s option, at any time prior to commencing on [●] until the Close of Business on the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of any such Holder’s Notes, or any portion of such Principal Amount that is $1,000 and any integral multiple of $1,000 in excess thereofAmount, into shares of Common Stock Stock, at the then Applicable Conversion Rate. (andb) Notwithstanding the foregoing, if applicablea Holder has already delivered a Fundamental Change Purchase Notice with respect to a Note under Section 8.01, cash such Holder may convert such Note only if such Holder first withdraws the related Fundamental Change Purchase Notice pursuant to Section 8.03. If a Holder has surrendered such Holder’s Note for required purchase in lieu of any fractional share of Common Stock). Notwithstanding anything connection with a Fundamental Change, such Holder’s right to withdraw the contrary: (i) Notes may be surrendered for conversion only after the Open of Business related Fundamental Change Purchase Note and before convert each Note that is subject thereto will terminate at the Close of Business on a day that is a Business Day; (iii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; relevant Fundamental Change Purchase Date or (iiiii) if in the case of a Default by the Company calls any Note for Redemption pursuant in the payment of the Fundamental Change Purchase Price with respect to ARTICLE 5such Note, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before preceding the applicable Redemption Dateday on which such Default is no longer continuing. (c) Provisions of this Indenture that apply to conversion of all of a Note also apply to conversion of a portion of a Note. (d) A Holder of Notes is not entitled to any rights of a holder of shares of Common Stock until such Holder has converted its Notes, except and only to extent such Notes are deemed to have been converted into shares of Common Stock pursuant to this Article 7. (e) [Reserved] (f) During any period of time in which a Holder’s Beneficial Ownership of Common Stock is less than 5%, a Holder shall not have the right to convert all or any portion of the Principal Amount of any Notes into shares of Common Stock to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject that upon and after giving effect to such notice; conversion (ii) such notice is withdrawn and issuance of any shares of Common Stock in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For satisfaction of any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”, as the case may be). If , such Holder (together with such Holder’s Affiliated Parties (including shares held by any “group” of which the Holder or any of its Affiliated Parties is a Conversion Date occurs after the Close member)) would have Beneficial Ownership of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount more than 4.99% of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The total number of shares of Common Stock a converting then issued and outstanding (the “4.99% Ownership Limitation”); provided, that, such Holder will receive will be may, at its option and upon not less than sixty-one (61) days’ prior notice to the Company, elect to increase the 4.99% Ownership Limitation to any other percentage not in excess of 9.99% of the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 outstanding shares of Common Stock per $1,000 principal amount of Notes, subject then outstanding (the “9.99% Ownership Limitation”). Any such increase will not be effective until the 61st day after such notice is delivered to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04Company. The Company will hereby covenants and agrees not to adopt any shareholder rights plan or take any other action which would have the effect of restricting or adversely affecting the Holder’s election to change such threshold percentage. If at any time the Company shall be required under the Purchase Agreement or pursuant to make any cash payments the Indenture to issue shares of Common Stock to the Permitted Holders, but the issuance of such shares of Common Stock would exceed the ownership limitations set forth in this Section 7.01(f), in lieu of issuing such number of shares of Common Stock to the Permitted Holders in excess of the ownership limitations set forth in this Section 7.01(f), the Company shall issue to the Permitted Holders a New Warrant to acquire such shares of Common Stock pursuant to Section 4.18 of the Purchase Agreement. For avoidance of doubt, upon conversion of any fractional share or have any further obligation Notes pursuant to deliver any this Indenture and issuance of shares of Common Stock or pay a New Warrant, as applicable, in connection with such conversion, such Notes shall be cancelled. (g) For purposes of Section 7.01(f) above, “Beneficial Ownership” shall mean the number of shares of Common Stock beneficially owned by a Holder and its Affiliated Parties (and any cash in excess other persons or entities acting as a “group” together with a Holder or any of such Holder’s Affiliated Parties) and shall include the number of shares of Common Stock issuable upon conversion of the threshold described aboveNotes with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, unconverted portion of the Notes beneficially owned by such Holder or any of its Affiliated Parties (and any other persons or entities acting as a “group” together with such Holder or any of such Holder’s Affiliated Parties) and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company exercisable for or convertible into Common Stock that are subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Affiliated Parties (and any other persons or entities acting as a “group” together with such Holder or any of such Holder’s Affiliated Parties). Except as set forth in the preceding sentence, for purposes of Section 7.01(f), Beneficial Ownership shall be calculated (and, for such purpose, whether any person or entity forms a “group” with any Holder or such Holder’s Affiliated Parties will be determined) in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (or, to the extent that, as a result of a change in law, regulation or interpretation after the date hereof, the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher Beneficial Ownership for any such party, then such Beneficial Ownership will be calculated in accordance with Section 16 of the Exchange Act and the rules and regulations thereunder), it being acknowledged by each Holder that the Company is not representing to any Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and each Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that an ownership limitation contained in Section 7.01(f) applies, the determination of whether the Notes owned by a Holder are convertible (in relation to other securities owned by such Holder together with its Affiliated Parties (and any other persons or entities acting as a “group” together with such Holder or any of such Holder’s Affiliated Parties)) and of which portion of the Notes owned by such Holder is convertible shall be in the sole discretion of such Holder, and the submission of a Conversion Notice to the Conversion Agent shall be deemed to be such Holder’s determination of whether the Notes owned by such Holder are convertible (in relation to other securities owned by such Holder together with any of its Affiliated Parties (and any other persons or entities acting as a “group” together with such Holder or any of such Holder’s Affiliated Parties)) and of which portion of such Notes are convertible, in each case subject to the 9.99% Ownership Limitation or 4.99% Ownership Limitation, as applicable, and neither the Company nor the Conversion Agent shall have any obligation to verify or confirm the accuracy of such determination. In addition, if a determination as to any “group” status as contemplated above shall be determined in connection accordance with any Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. In determining the number of outstanding shares of Common Stock the Holder may acquire upon the conversion of Notesthe Notes without exceeding the 9.99% Ownership Limitation or 4.99% Ownership Limitation, as applicable, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the Commission, as the case may be, (y) a more recent public announcement by the Company or (3) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Rate Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is adjusted less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to Section 7.077.01(f), then to exceed the 9.99% Ownership Limitation or 4.99% Ownership Limitation, as applicable, the Holder shall notify the Company of a reduced number of shares of Common Stock to be issued to such Holder will not receive upon the Interest Make-Whole Payment with respect conversion of the Notes. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to such Notesthe Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, by the Holder and the Holder’s Affiliated Parties since the date as of which the Reported Outstanding Share Number was reported.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder shall have the right, at such Holder’s its option, at any time prior to following the Close Issue Date of Business the Securities hereunder through the close of business on the Business Day immediately prior to the date of the Stated Maturity of the Securities (except that, with respect to any Securities or portion thereof which shall be called for redemption, such right shall terminate, except as provided in Section 13.02 ----- or Section 11.06, at the close of business on the Business Day next preceding ----- the Maturity Date, date fixed for redemption of such Securities or portion thereof unless the Company shall default in payment due upon redemption thereof) to convert the Principal Amount of any such Holder’s NotesSecurities, or any portion of such Principal Amount that which is $1,000 and any or an integral multiple of $1,000 in excess thereof, into that number of fully paid and non-assessable shares of Common Stock (and, if applicable, cash in lieu obtained by dividing the Principal Amount of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes may be Securities or portion thereof surrendered for conversion only after by the Open Conversion Price in effect at such time, by surrender of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note Securities so to be converted after in whole or in part, together with any required funds, in the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the manner provided in Section 13.02. A Holder of Securities is not entitled to any rights ----- of a Holder of Common Stock until such Note may not convert Holder has converted such Note after the Close of Business on the Business Day immediately before the applicable Redemption DateHolder's Securities to Common Stock, except and only to the extent such Securities are deemed to have been converted to Common Stock under this Article 13. A Security with respect to which a Holder has delivered a notice in accordance with Section 11.08 or Section 11.09 regarding such Holder's election to require the Company fails ----- ----- to pay the Redemption Price for repurchase such Note Holder's Securities on a Purchase Date or on a Fundamental Change Repurchase Date may be converted in accordance with this Agreement; and (iv) Article 13 only if such Holder withdraws such notice by delivering a written notice of withdrawal to the Company prior to the close of business on the last Business Day prior to such Purchase Date or Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this AgreementDate. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notes.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder shall have the right, at such Holder’s option, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of any such Holder’s Notes, or any portion of such Principal Amount, into shares of Common Stock, provided that any portion of such Principal Amount that a Holder elects to convert is equal to $1,000 and any or an integral multiple of $1,000 in excess thereof, into shares of Common Stock (and. b) Notwithstanding the foregoing, if applicablea Holder’s Note is called for redemption under Article 5, cash in lieu of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes such Holder may be surrendered surrender such Note for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may at any Note be converted after time prior to the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if Redemption Date for such Note unless the Company calls any fails to pay the Redemption Price. If a Holder has already delivered a Fundamental Change Purchase Notice with respect to a Note for Redemption pursuant to ARTICLE 5under Section 8.01, then the such Holder of such Note may not convert such Note after only if such Holder first validly withdraws the related Fundamental Change Purchase Notice pursuant to Section 8.03. If a Holder has surrendered such Holder’s Note for purchase in connection with a Fundamental Change, such Holder’s right to withdraw the related Fundamental Change Purchase Note and convert each Note that is subject thereto will terminate at the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole relevant Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Change Purchase Date. The Company shall pay in certain cases increase the Conversion Rate for Holders who elect to convert their notes in connection with the delivery of a Notice of Redemption as set forth under Section 7.07. c) Provisions of this Indenture that apply to conversion of all of a Note also apply to conversion of a portion of a Note. d) A Holder of Notes is not entitled to any Interest Make-Whole Payment by delivering shares rights of Common Stock. The number a holder of shares of Common Stock a converting until such Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the has converted its Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 and only to extent such Notes are deemed to have been converted into shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesthis Article 7.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder holder of Convertible Notes shall have the right, at such Holder’s his or her option, at any time on or before the close of business on the last Trading Day prior to the Close of Business Maturity Date (except that, (a) with respect to any Convertible Note or portion thereof subject to a duly completed election for repurchase, such right shall terminate on the Business Day immediately preceding close of business on the Maturity Date, Fundamental Change Payment Date (unless the Company defaults in the payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase in accordance with section 4.6) to convert the Principal Amount principal amount of any Convertible Note held by such Holder’s Notesholder, or any portion of such Principal Amount that principal amount which is $1,000 and any or an integral multiple of $1,000 in excess thereof, into that number of fully paid and non-assessable shares of Common Stock (andas such shares shall then be constituted) obtained by dividing the principal amount of the Convertible Note or portion thereof to be converted by the Conversion Price in effect at such time, if applicableby surrender of the Convertible Note so to be converted in whole or in part in the manner provided in Section 11.2; provided, cash in lieu however, that, so long as no Event of any fractional share Default shall have occurred and be continuing, the Company at its option, instead of delivering shares of Common Stock). Notwithstanding anything to , may pay the contrary: (i) holder cash in an amount described in Section 11.2 for all or any portion of the Convertible Notes may be surrendered delivered for conversion only as more fully described in Section 11.2; provided, further, that the Company shall have the right to pay cash instead of delivering shares of Common Stock for Convertible Notes submitted for conversion on or after the Open of Business and before second business day preceding the Close of Business on a Maturity Date only if the Company shall have delivered the notice described in Section 11.2 no later than the fourth business day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder . Convertible Notes in respect of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if which a holder has delivered a Fundamental Change Repurchase Notice is validly delivered pursuant repurchase notice exercising the option of such holder to Section 4.04(b) with respect require the Company to any Note, then repurchase such Note Convertible Notes may not be converted, except to converted only if the extent (i) such Note is not subject to such notice; (ii) such Fundamental Change repurchase notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with terms of this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum Indenture. A holder of the remaining scheduled payments of interest that would have been made on the Convertible Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will is not include the accrued interest entitled to any converting Holder and instead the Company will pay the full amount rights of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares a holder of Common Stock a converting Holder will receive will be the number until such holder of shares equal Convertible Notes has converted his or her Convertible Notes to Common Stock, and only to the amount of the Interest Make-Whole Payment extent such Convertible Notes are deemed to be paid have been converted to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesthis Article 11.

Right to Convert. (a1) Subject Upon and subject to and upon compliance with the provisions and conditions of this AgreementArticle 4, the Holder of each Holder Debenture shall have the right, right at such Holder’s option, at any time prior to on the Close earlier of Business on (i) the close of business the Business Day immediately preceding the Maturity DateDate of the Debentures (the “Time of Expiry” in respect of the Debentures), and (ii) the date fixed for redemption pursuant to Section 4.5, to convert the Principal Amount of such Holder’s Notesany part, or any portion of such Principal Amount that is being $1,000 and any or an integral multiple of $1,000 in excess thereof, of the principal amount of a Debenture into shares Common Shares at the Conversion Price in effect on the Date of Conversion. (2) Except as provided below, no adjustment in the number of Common Stock (andShares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, if applicable, cash in lieu the record date for the payment of any fractional share which precedes the date upon which the holder becomes a holder of Common Stock)Shares in accordance with Article 4. Notwithstanding anything No fractional Common Shares will be issued, any fraction of a Common Share that would otherwise be issued will be rounded down to the contrary:nearest whole number. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Debentures is subject to adjustment pursuant to the provisions of Section 4.5. (i3) Notes may be Holders converting Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest in respect of the Debentures surrendered for conversion only after up to but excluding the Open Date of Business Conversion from, and before including, the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn most recent Interest Payment Date in accordance with Section 4.04(e4.4(5); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b4) For Notwithstanding any Conversion Date that occurs prior to the Maturity Date (other than provisions of this Indenture, if a Debenture is surrendered for conversion in connection with a Make-Whole Fundamental Change), the Company shall make on an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Dateor during the five preceding Business Days, the Interest Make-Whole Payment will not include the accrued interest Person or persons entitled to any converting Holder and instead the Company will pay the full amount receive Common Shares in respect of the relevant interest payment on Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. . (5) The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount issuance of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a Common Shares upon conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, Debentures will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject be issued pursuant to adjustment at the same time and in the same manner as the Conversion Rate as set forth exemptions from registration under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess 3(a)(9) of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such NotesU.S. Securities Act and applicable state securities laws.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder shall have the right, at such Holder’s optiondiscretion, at any time prior to from and after the Issue Date of a Note until the Close of Business on the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of any Notes held by such Holder’s Notes, or any portion of such Principal Amount that is $1,000 and any integral multiple of $1,000 in excess thereofAmount, into shares of Common Stock at the Applicable Conversion Price. (andb) Notwithstanding the foregoing, if applicablea Holder has already delivered a Fundamental Change Purchase Notice with respect to a Note under Section 8.01, cash such Holder may convert such Note only if such Holder first withdraws the related Fundamental Change Purchase Notice pursuant to Section 8.03. If a Holder has surrendered such Holder’s Note for required purchase in lieu of any fractional share of Common Stock). Notwithstanding anything connection with a Fundamental Change, such Holder’s right to withdraw the contrary: (i) Notes may be surrendered for conversion only after the Open of Business related Fundamental Change Purchase Note and before convert each Note that is subject thereto will terminate at the Close of Business on a day that is a Business Day; (iii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; relevant Fundamental Change Purchase Date or (iiiii) if in the case of a Default by the Company calls any Note for Redemption pursuant in the payment of the Fundamental Change Purchase Price with respect to ARTICLE 5such Note, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before preceding the applicable Redemption Dateday on which such Default is no longer continuing. (c) Provisions of this Indenture that apply to conversion of all of a Note also apply to conversion of a portion of a Note. (d) A Holder of Notes is not entitled to any rights of a holder of shares of Common Stock until such Holder has converted its Notes, except and only to extent such Notes are deemed to have been converted into shares of Common Stock pursuant to Section 3.15(g) or this Article 7. (e) Notwithstanding any other provision of this Indenture to the contrary, prior to obtaining Stockholder Approval with respect to the 19.99% Proposal (i) no Holder shall be entitled to receive, and the Company shall not be obligated to pay (whether in cash or in shares of Common Stock), any Voluntary Conversion Make-Whole Payment or Contractual Conversion Make-Whole Payment in connection with a conversion by a Holder of all or any portion of the Principal Amount of any Notes into shares of Common Stock; and (ii) no Holder may convert any portion of the Principal Amount of any Notes into shares of Common Stock, to the extent that, by giving effect to such conversion (including the issuance of any shares of Common Stock in satisfaction of any Make-Whole Payment, as applicable) the Company fails to pay would be in violation of rules and regulations of Nasdaq Stock Market LLC that limit the Redemption Price for such Note in accordance with this Agreement; and number of shares an issuer may issue under specified circumstances without express shareholder approval (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) including, with respect to any Note, then such Note may not be converted, except to issuances of Common Stock under this Indenture in excess of 19.99% of Common Stock outstanding as of the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn date of this Indenture as provided in accordance with Section 4.04(eNasdaq Rule 5635(d); or (iii) ). Whenever the operation of the provisions in the preceding sentence preclude the Company fails from delivering to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date Holders (the “Interest Make-Whole PaymentEligible Holders”). If ) a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be that would have otherwise been due to such Eligible Holders under any provision of this Indenture, the Company shall, with the advice of counsel, determine the maximum number of shares equal of Common Stock that the Company is allowed to distribute without triggering the restrictions of this Section 7.01(e) and allocate such shares among the Eligible Holders pro rata in proportion to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the total number of shares of Common Stock that each such Eligible Holder would have received but for the restrictions in this Section 7.01(e). (f) During any period of time in which a Holder’s Beneficial Ownership of Common Stock is less than 5% (10% if such Holder has given to the Company may deliver the notice referred to in connection with the proviso at the end of this sentence and such notice has become effective), a conversion Holder shall not have the right to convert all or any portion of the Notes, including those delivered Principal Amount of any Notes into shares of Common Stock to the extent that upon and after giving effect to such conversion (and issuance of any shares of Common Stock in connection with an Interest satisfaction of any Make-Whole Payment, will not exceed 813 as the case may be), such Holder (together with such Holder’s Affiliated Parties (including shares held by any “group” of which the Holder or any of its Affiliated Parties is a member)) would have Beneficial Ownership of more than 4.99% of the total number of shares of Common Stock per $1,000 principal amount then issued and outstanding (the “4.99% Ownership Limitation”); provided, that, such Holder may, at its option and upon not less than sixty-one (61) days’ prior notice to the Company, elect to increase the 4.99% Ownership Limitation to any other percentage not in excess of Notes, subject 9.99% of the number of outstanding shares of Common Stock then outstanding (the “9.99% Ownership Limitation”). Any such increase will not be effective until the 61st day after such notice is delivered to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04Company. The Company will hereby covenants and agrees not to adopt any shareholder rights plan or take any other action which would have the effect of restricting or adversely affecting the Holder’s election to change such threshold percentage. If at any time the Company shall be required under the Purchase Agreement or pursuant to make any cash payments the Indenture to issue shares of Common Stock to the Permitted Holders, but the issuance of such shares of Common Stock would exceed the ownership limitations set forth in this Section 7.01(f), in lieu of issuing such number of shares of Common Stock to the Permitted Holders in excess of the ownership limitations set forth in this Section 7.01(f), the Company shall issue to the Permitted Holders a New Warrant to acquire such shares of Common Stock pursuant to Section 4.18 of the Purchase Agreement. For avoidance of doubt, upon conversion of any fractional share or have any further obligation Notes pursuant to deliver any this Indenture and issuance of shares of Common Stock or pay a New Warrant, as applicable, in connection with such conversion, such Notes shall be cancelled. (g) For purposes of Section 7.01(f) above, “Beneficial Ownership” shall mean the number of shares of Common Stock beneficially owned by a Holder and its Affiliated Parties (and any cash in excess other persons or entities acting as a “group” together with a Holder or any of such Holder’s Affiliated Parties) and shall include the number of shares of Common Stock issuable upon conversion of the threshold described aboveNotes with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, unconverted portion of the Notes beneficially owned by such Holder or any of its Affiliated Parties (and any other persons or entities acting as a “group” together with such Holder or any of such Holder’s Affiliated Parties) and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company exercisable for or convertible into Common Stock that are subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Affiliated Parties (and any other persons or entities acting as a “group” together with such Holder or any of such Holder’s Affiliated Parties). Except as set forth in the preceding sentence, for purposes of Section 7.01(f), Beneficial Ownership shall be calculated (and, for such purpose, whether any person or entity forms a “group” with any Holder or such Holder’s Affiliated Parties will be determined) in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (or, to the extent that, as a result of a change in law, regulation or interpretation after the date hereof, the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher Beneficial Ownership for any such party, then such Beneficial Ownership will be calculated in accordance with Section 16 of the Exchange Act and the rules and regulations thereunder), it being acknowledged by each Holder that the Company is not representing to any Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and each Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that an ownership limitation contained in Section 7.01(f) applies, the determination of whether the Notes owned by a Holder are convertible (in relation to other securities owned by such Holder together with its Affiliated Parties (and any other persons or entities acting as a “group” together with such Holder or any of such Holder’s Affiliated Parties)) and of which portion of the Notes owned by such Holder is convertible shall be in the sole discretion of such Holder, and the submission of a Conversion Notice to the Conversion Agent shall be deemed to be such Holder’s determination of whether the Notes owned by such Holder are convertible (in relation to other securities owned by such Holder together with any of its Affiliated Parties (and any other persons or entities acting as a “group” together with such Holder or any of such Holder’s Affiliated Parties)) and of which portion of such Notes are convertible, in each case subject to the 9.99% Ownership Limitation or 4.99% Ownership Limitation, as applicable, and neither the Company nor the Conversion Agent shall have any obligation to verify or confirm the accuracy of such determination. In addition, if a determination as to any “group” status as contemplated above shall be determined in connection accordance with any Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. In determining the number of outstanding shares of Common Stock the Holder may acquire upon the conversion of Notesthe Notes without exceeding the 9.99% Ownership Limitation or 4.99% Ownership Limitation, as applicable, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the Commission, as the case may be, (y) a more recent public announcement by the Company or (3) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Rate Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is adjusted less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder's beneficial ownership, as determined pursuant to Section 7.077.01(f), then to exceed the 9.99% Ownership Limitation or 4.99% Ownership Limitation, as applicable, the Holder shall notify the Company of a reduced number of shares of Common Stock to be issued to such Holder will not receive upon the Interest Make-Whole Payment with respect conversion of the Notes. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to such Notesthe Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, by the Holder and the Holder’s Affiliated Parties since the date as of which the Reported Outstanding Share Number was reported.

Right to Convert. (a) Subject to and upon compliance with the provisions of Section 1 hereof, the holder of this Agreement, each Holder Security shall have the right, at the option of such Holder’s optionholder, at any time or from time to time to convert this Security or any portion thereof, in denominations of $1,000 principal amount or integral multiples thereof, into that number of fully paid and nonassessable whole shares (the "Conversion Shares") of Common Stock of the Company ("Common Stock") obtained by dividing (i) the aggregate principal amount of this Security being converted on such date by (ii) $4.1602, subject to adjustment as provided in this Section 4 (such ratio being the "Conversion Ratio"). Except as provided herein, no payment or adjustment shall be made upon conversion of this Security for interest accrued hereon or for dividends paid on Common Stock of the Company prior to the Close close of Business business on the Business Day immediately preceding record date for the Maturity Date, determination of stockholders entitled to convert such dividends. Upon the Principal Amount conversion of such Holder’s Notes, or any portion of such Principal Amount that is $1,000 and any integral multiple of $1,000 in excess thereof, into shares of Common Stock this Security (and, if applicable, cash in lieu of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change"Converted Security"), the Company shall make an Interest Make-Whole Payment pay to the converting Holder equal to the sum holder of the remaining scheduled payments of interest that would have been made this Security accrued and unpaid interest, if any, on the Notes Converted Security, to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding next preceding such conversion; PROVIDED, HOWEVER, that, with respect to such Regular Record Dateany conversion of any Converted Security during any Extension Period, the holder of this Security shall not be entitled to receive accrued and unpaid interest on the Converted Security which is payable on any Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on Date preceding such conversion if such Interest Payment Date to the Holder of record on occurred during such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Extension Period (a "Special Interest Payment Date for which interest has not been provided for through Date"), but shall be entitled to receive, in lieu thereof, at the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares election of Common Stock. The the Company, either: (A) such number of shares of Common Stock as shall be equal to (x) the amount of such accrued and unpaid interest, DIVIDED BY (y) the Closing Price per share of the Common Stock on the Trading Day (as defined below) on which the holder of this Security gives notice to the Company that it is effecting a converting Holder will conversion or, if such notice is not given on a Trading Day, on the next succeeding Trading Day (PROVIDED, that no fractional shares of Common Stock or scrip representing any such fractional shares shall be issued and that the holder shall receive will be no consideration for the number value of shares such fractional shares); or (B) a newly issued debt security of the Company (a "PIK Note") having an aggregate principal amount equal to the amount of the Interest Make-Whole Payment such accrued and unpaid interest and having provisions substantially similar to those of this Security and a like tenor, except that interest shall be paid on such newly issued debt security at a rate per annum of 6.5% and such newly issued debt security shall be non-convertible; and PROVIDED, FURTHER, that the holder of this Security shall be entitled to receive accrued and unpaid interest payable on the Converted Security on a Special Interest Payment Date if the Company has given the holder notice of its election to redeem the Converted Security pursuant to Section 5. Any provision of this Security notwithstanding, PIK Notes will not be issued, and may not be transferred, to any Person that, after giving effect to such Holderissuance or transfer, divided by the product does not hold PIK Notes having a principal amount of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the at least $15 million. The Conversion Date. Notwithstanding anything herein to the contraryShares, the number of shares the Company may deliver in connection with a upon conversion of this Security, when the Notessame shall be issued in accordance with the terms hereof, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shall be fully paid and nonassessable shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and Company in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess hands of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesholders thereof.

Right to Convert. (a) Subject Holders of the Senior Notes may not convert their Senior Notes prior to February 17, 2005. On or after February 17, 2005, subject to and upon compliance with the provisions of this AgreementArticle 5, each a Holder of any Senior Notes shall have the right, at such Holder’s 's option, to convert the principal amount of the Senior Notes, or any portion of such principal amount which is a multiple of $1,000, at any time prior to the Close close of Business business on the Stated Maturity into fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) at the Conversion Rate in effect at such time, by surrender of the Senior Notes so to be converted in whole or in part, together with any required funds, only under the circumstances described in this Section 5.01 and in the manner provided in Section 5.02. Notwithstanding any other provision of the Senior Notes or the Indenture, all Holders' rights with respect to conversion of the Senior Notes and the Company's obligation to deliver shares of Common Stock at the Conversion Rate upon such conversion (the "CONVERSION OBLIGATION"), are subject, in their entirety, to the Company's right, in its sole and absolute discretion, to elect to satisfy such Conversion Obligation in any manner permitted pursuant to Section 5.03. (b) On or after February 17, 2005, Senior Notes may be surrendered for conversion into shares of Common Stock in integral multiples of $1,000 principal amount during any fiscal quarter of the Company (and only during such fiscal quarter), if the Closing Price of the Common Stock for at least 20 Trading Days in the 30 consecutive Trading Day period ending on the last Trading Day of the previous fiscal quarter is greater than or equal to 130% of the Conversion Price in effect on that 30th Trading Day. (c) Any Senior Notes called for redemption under Article 3 hereof may be surrendered for conversion into shares of Common Stock in integral multiples of $1,000 principal amount at any time prior to the close of business on the Business Day immediately preceding the Maturity Redemption Date, to convert even if the Principal Amount of Senior Notes are not otherwise convertible at such Holder’s Notes, or any portion of such Principal Amount that is $1,000 and any integral multiple of $1,000 in excess thereof, into shares of Common Stock (and, if applicable, cash in lieu of any fractional share of Common Stock). Notwithstanding anything to the contrary:time. (id) Senior Notes may be surrendered for conversion only after the Open into shares of Business and before the Close Common Stock in integral multiples of Business on a day that is a Business Day;$1,000 principal amount: (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iiii) if the Company calls any Note for Redemption pursuant elects to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except distribute to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares holders of Common Stock. The number : (A) rights or warrants entitling them to purchase, for a period expiring within 60 days of shares the date of such distribution, Common Stock a converting Holder will receive will be at less than the number of shares equal to the amount Closing Price of the Interest Make-Whole Payment Common Stock on the record date for such distribution or (B) assets, debt securities or rights to be paid to such Holderpurchase the Company's securities, divided which distribution has a per share value as determined by the product Board of (x) 97Directors exceeding 10% and (y) the simple average of the Daily VWAP Closing Price of the shares for the ten (10) consecutive Trading Days ending Common Stock on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein declaration date for such distribution beginning on the date that the Company gives notice to the contraryHolders of such right, which shall not be less than 22 Business Days prior to the number Ex-Dividend Date for such distribution; Senior Notes may be surrendered for conversion at any time thereafter until the earlier of shares the close of business on the Business Day prior to the Ex-Dividend Date or the date the Company may deliver announces that such dividend or distribution will not take place; provided that Holders shall not have the right to surrender Senior Notes for conversion pursuant to this Section 5.01(d)(i) if they will otherwise participate in connection with the distribution described above without first converting Senior Notes into Common Stock; or (ii) if the Company is a conversion party to a consolidation, merger or binding share exchange or transfer of all or substantially all of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 Company's assets pursuant to which shares of Common Stock per $1,000 principal amount would be converted into cash, securities or other property, at any time from and after the date that is 15 days prior to the anticipated effective date of Notesthe transaction until 15 days after the actual effective date of such transaction (or, subject to adjustment if such transaction constitutes a Fundamental Change, until the Business Day immediately proceeding the applicable Fundamental Change Purchase Date) and, at the same effective time and in of the same manner as transaction, the Conversion Rate as set forth under Section 7.04. The Company will not be required right to make any cash payments in lieu of any fractional share or have any further obligation to deliver any convert a Senior Note into shares of Common Stock shall be changed into a right to convert such Senior Note into the kind and amount of cash, securities or pay any cash in excess other property of the threshold described aboveCompany or another person that the Holder would have received if the Holder had converted such Senior Note immediately prior to applicable record date for the transaction. In addition, if in connection with any conversion of Upon determination that Holders are or will be entitled to convert the Senior Notes, the Company shall disseminate a press release through Dow Jones & Company, Inc. or Bloomberg Business News and publish such info▇▇▇▇▇on on the Company's Web site as soon as practicable, and the Company or its designated agents shall promptly deliver to the Trustee and the Conversion Rate is adjusted pursuant Agent written notice thereof. Any notice so given shall be conclusively presumed to Section 7.07have been duly given, then whether or not the Holder receives such Holder will not receive the Interest Make-Whole Payment with respect to such Notesnotice.

Right to Convert. (a) Subject Upon and subject to and upon compliance with the provisions and conditions of this AgreementArticle 4 and other provisions hereof, the Holder of each Holder Debenture shall have the right, right at such Holder’s option, option at any time prior to the Close close of Business business on the earlier of: (i) the sixth Business Day immediately preceding the Maturity DateDate of the Debentures (the “Time of Expiry” in respect of the Debentures), and (ii) the date fixed for redemption pursuant to Section 3.1, to convert the Principal Amount of such Holder’s Notesany part, or any portion of such Principal Amount that is being $1,000 and any or an integral multiple of $1,000 in excess thereof, of the principal amount of a Debenture into shares of Common Stock (and, if applicable, cash Shares at the Conversion Price in lieu of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business effect on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder Date of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this AgreementConversion. (b) For Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the Holder becomes a Holder of Common Shares in accordance with Article 4. No fractional Common Shares will be issued, any Conversion Date fraction of a Common Share that occurs prior would otherwise be issued will be rounded down to the Maturity Date (nearest whole number. The Conversion Price applicable to, and the Common Shares, securities or other than a property receivable on the conversion in connection with a Make-Whole Fundamental Change)of, the Company shall make an Interest Make-Whole Payment Debentures is subject to adjustment pursuant to the provisions of Section 4.5. (c) Holders converting Holder equal Debentures will receive, in addition to the sum applicable number of Common Shares, accrued and unpaid interest in respect of the remaining scheduled payments Debentures surrendered for conversion up to but excluding the Date of interest that would have been made on Conversion from, and including, the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the most recent Interest Payment Date corresponding to such Regular Record Datein accordance with Section 4.4(e). (d) Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Interest Make-Whole Payment will not include the accrued interest Person or persons entitled to any converting Holder and instead the Company will pay the full amount receive Common Shares in respect of the relevant interest payment on Debenture so surrendered for conversion shall not become the Holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notes.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementTerm Note, each the Holder shall have the right, at such Holder’s its option, at any time prior after Parent Stockholder Approval (as defined in the Funding Agreement) through the close of business on the Maturity Date to convert the Outstanding Principal Amount of this Term Note, or any portion of such ------------------------ 1 Date of signing Outstanding Principal Amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the Outstanding Principal Amount (excluding accrued and unpaid interest) of this Term Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of this Term Note so to be converted in whole or in part in the manner provided in Section 4.02. In connection with any such conversion, the Holder also shall have the right to receive a payment (each, a "CONVERSION INTEREST PAYMENT"), at the time and in the manner provided in Section 4.02, of the accrued and unpaid interest with respect to the Close portion of Business the Outstanding Principal Amount of this Term Note so converted, which payment shall be made as set forth below. The Holder is not entitled to any rights of a holder of Common Stock until the Holder has converted this Term Note to Common Stock, and only to the extent this Term Note is deemed to have been converted to Common Stock under this Article 4. Notwithstanding any call for redemption of this Term Note pursuant to Article 5 and notwithstanding the prior delivery of any Optional Redemption Notice, the right to convert this Term Note shall terminate at the close of business on the Business Day immediately preceding the Maturity Optional Redemption Date, unless the Issuers shall default in making payment of the Optional Redemption Price. The Issuers may elect to convert the Principal Amount of such Holder’s Notespay any Conversion Interest Payment in (i) cash, or any portion of such Principal Amount that is $1,000 and any integral multiple of $1,000 in excess thereof, into (ii) shares of Common Stock (and, if applicable, cash in lieu which will be valued for this purpose at 95% of any fractional the average of the daily Closing Prices per share of Common Stock). Notwithstanding anything Stock for the five consecutive Trading Days immediately prior to the contrary: (iConversion Date) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreementany combination thereof. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number Holder shall not have the right to convert all or any part of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 this Term Note into shares of Common Stock per $1,000 principal amount unless the Parent's stockholders have approved the issuance of Notes, subject the Common Stock upon conversion of this Term Note in accordance with the rules and regulations of NASDAQ and an amendment to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu Parent's certificate of any fractional share or have any further obligation to deliver any incorporation authorizing a sufficient number of shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such NotesStock.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder the holder of any Note shall have the right, at such Holder’s his option, at any time following the date of original issuance of the Notes and prior to the Close close of Business business on September 1, 2023 (except that, with respect to any Note or portion of a Note which shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2 and Section 3.4, at the close of business on the Business Day immediately preceding the Maturity Date, date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the Principal Amount principal amount of any such Holder’s NotesNote, or any portion of such Principal Amount that principal amount which is $1,000 and any or an integral multiple of $1,000 in excess thereof, into that number of fully paid and non-assessable shares of Common Stock (and, if applicable, cash in lieu as such shares shall then be constituted) obtained by dividing the principal amount of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes may be Note or portion thereof surrendered for conversion only after by the Open Conversion Price in effect at such time, by surrender of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note so to be converted after in whole or in part in the Close manner provided in Section 15.2. A holder of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls Notes is not entitled to any Note for Redemption pursuant rights of a holder of Common Stock until such holder has converted his Notes to ARTICLE 5Common Stock, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except and only to the extent such Notes are deemed to have been converted to Common Stock under this Article XV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company fails to pay repurchase such holder's Notes following the Redemption Price for such Note occurrence of a Repurchase Event may be converted in accordance with this Agreement; and (iv) Article XV only if such holder withdraws such notice by delivering a Fundamental Change Repurchase Notice is validly delivered pursuant written notice of withdrawal to Section 4.04(b) the Company prior to the close of business on last Business Day prior to the day fixed for repurchase. A Note with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such which a holder has delivered a notice is withdrawn in accordance with Section 4.04(e); or (iii) 17.1 regarding such holder's election to require the Company fails to pay the Fundamental Change Repurchase Price for repurchase such Note holder's Notes may be converted in accordance with this Agreement. (b) For any Conversion Date that occurs Article XV only if such holder withdraws such notice by delivering a written notice of withdrawal to the Company in accordance with Section 17.4 prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum close of the remaining scheduled payments of interest that would have been made business on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of last Business on a Regular Record Date but Day prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date day fixed for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesrepurchase.

Right to Convert. (a) Subject Upon and subject to and upon compliance with the provisions and conditions of this AgreementArticle 4 and other provisions hereof, the Holder of each Holder Debenture shall have the right, right at such Holder’s option, option at any time prior to the Close close of Business business on the earlier of: (i) the sixth Business Day immediately preceding the Maturity DateDate of the Debentures (the "Time of Expiry" in respect of the Debentures), and (ii) the date fixed for redemption pursuant to Section 3.1, to convert the Principal Amount of such Holder’s Notesany part, or any portion of such Principal Amount that is being $1,000 and any or an integral multiple of $1,000 in excess thereof, of the principal amount of a Debenture into shares of Common Stock (and, if applicable, cash Shares at the Conversion Price in lieu of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business effect on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder Date of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this AgreementConversion. (b) For Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the Holder becomes a Holder of Common Shares in accordance with Article 4. No fractional Common Shares will be issued, any Conversion Date fraction of a Common Share that occurs prior would otherwise be issued will be rounded down to the Maturity Date (nearest whole number. The Conversion Price applicable to, and the Common Shares, securities or other than a property receivable on the conversion in connection with a Make-Whole Fundamental Change)of, the Company shall make an Interest Make-Whole Payment Debentures is subject to adjustment pursuant to the provisions of Section 4.5. (c) Holders converting Holder equal Debentures will receive, in addition to the sum applicable number of Common Shares, accrued and unpaid interest in respect of the remaining scheduled payments Debentures surrendered for conversion up to but excluding the Date of interest that would have been made on Conversion from, and including, the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the most recent Interest Payment Date corresponding to such Regular Record Datein accordance with Section 4.4(e). (d) Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Interest Make-Whole Payment will not include the accrued interest Person or persons entitled to any converting Holder and instead the Company will pay the full amount receive Common Shares in respect of the relevant interest payment on Debenture so surrendered for conversion shall not become the Holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notes.

Right to Convert. (a) Subject to and upon compliance with the provisions A Holder of this Agreement, each Holder shall have the right, at ------------------- ---------------- a Note may convert such Holder’s option, Note into Common Stock at any time prior to during which the Close of Business on the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of such Holder’s Notes, or any portion of such Principal Amount that is $1,000 and any integral multiple of $1,000 conditions stated in excess thereof, into shares of Common Stock (and, if applicable, cash in lieu of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum paragraph 9 of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stockare met. The number of shares of Common Stock issuable upon conversion of a converting Note per $1,000 of Principal Amount (the "Conversion Rate") shall be that set forth in paragraph 9 in the Notes, --------------- subject to adjustment as herein set forth. A Holder will receive will be may convert a portion of the number Principal Amount of a Note if the portion is $1,000 or a multiple of $1,000. Provisions of this Third Supplemental Indenture that apply to conversion of all of a Note also apply to conversion of a portion of a Note. The Holders' right to convert Notes into shares equal of Common Stock is subject to the Company's right to elect instead to pay such Holder the amount of the Interest Make-Whole Payment to be paid to cash set forth in this Section 3.6(b), in lieu of delivering such Holdershares of Common Stock; provided, divided by the product however, that if an Event of Default (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver other than a default in connection with a cash payment upon conversion of the Notes) shall have occurred (prior to, including those delivered in connection with an Interest Make-Whole Paymenton or after, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the case may be, the Conversion Rate as set forth under Section 7.04. The Date or the date on which the Company will not delivers its notice of whether such Note shall be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any converted into shares of Common Stock or pay any cash pursuant to Section 3.6(b and be continuing, the Company shall deliver shares of Common Stock (and cash in excess lieu of fractional shares of Common Stock) in accordance with this Article III, whether or not the Company has delivered a notice pursuant to Section 3.1(c) or this Section 3.6(b) to the effect that the Notes would be paid in cash. The amount of cash to be paid pursuant to this Section 3.6(b) hereof for each $1,000 of principal amount of a Note upon conversion shall be equal to the average Sale Price of the threshold described above. In additionCommon Stock for the five consecutive Trading Days immediately following (i) the date of the Company's notice of its election to deliver cash upon conversion, if the Company shall not have given a notice of redemption pursuant to Section 3.1(c), or (ii) the Conversion Date, in connection with any the case of a conversion following such a notice of Notesredemption specifying an intent to deliver cash upon conversion, in either case multiplied by the Conversion Rate is adjusted pursuant to Section 7.07, then in effect on such Holder will not receive the Interest Make-Whole Payment with respect to such NotesConversion Date.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each the Holder of any Series A Note shall have the right, at such Holder’s his option, at any time prior to the Close Maturity Date (except that, with respect to any Note which shall be called for redemption, such right shall terminate, except as provided in Section 3.4, at the close of Business business on the fifth Business Day immediately preceding the Maturity DateRedemption Date of such Series A Note, unless the Company shall default in payment due upon redemption thereof) to convert the Principal Amount principal amount of any such Note or any portion of such Holder’s Notesprincipal amount which is $1,000 or an integral multiple thereof, (together with any accrued but unpaid dividends thereon), into that number of fully paid and non-assessable shares of Common Stock (rounded down to the nearest whole number) obtained by dividing the principal amount of the Series A Note or portion thereof surrendered for conversion, together with any accrued but unpaid dividends thereon, by the Series A Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided. A Holder of Series A Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted his Series A Notes to Common Stock, and then only to the extent such Notes are deemed to have been converted to Common Stock under this Article XV. Subject to and upon compliance with the provisions of this Indenture, the Holder of any Series B Note shall have the right, at his option, at any time prior to the Maturity Date (except that, with respect to any Note which shall be called for redemption, such right shall terminate, except as provided in Section 3.4, at the close of business on the fifth Business Date preceding the Redemption Date of such Series B Note, unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Note, or any portion of such Principal Amount that principal amount which is $1,000 and any or an integral multiple of $1,000 in excess thereof, (together with any accrued but unpaid dividends thereon) into that number of fully paid and non-assessable shares of Common Series B Preferred Stock (and, if applicable, cash in lieu of any fractional share of Common Stock). Notwithstanding anything rounded down to the contrary: (inearest whole number) Notes may be obtained by dividing the principal amount, together with any accrued but unpaid dividends thereon, of the Series B Note or a portion thereof surrendered for conversion only after by the Open Series B Conversion Price in effect at such time, by surrender of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note so to be converted after in whole or in part in the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the manner provided. A Holder of Series B Notes is not entitled to any rights of a Holder of Series B Preferred Stock until such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption DateHolder has converted his Series B Notes to Series B Preferred Stock, except and then only to the extent the Company fails such Notes are deemed to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes converted to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Series B Preferred Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesthis Article XV.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Agreementthe Indenture, each Holder shall have the holder hereof has the right, at such Holder’s its option, at any time after 90 days following the latest date of original issuance of the Notes and prior to the Close close of business on the first Business Day prior to __________, 2007, or, as to all or any portion hereof called for redemption, prior to the close of business on the Business Day immediately preceding the Maturity Datedate fixed for redemption (unless the Company shall default in payment due upon redemption thereof), to convert the Principal Amount of such Holder’s Notes, principal hereof or any portion of such Principal Amount that principal which is $1,000 and any principal amount at maturity or an integral multiple of $1,000 in excess thereof, into that number of fully paid and nonassessable shares of Company's Common Stock Stock, as said shares shall be constituted at the date of conversion, obtained by dividing the principal amount at maturity of this Note or portion thereof to be converted by $1,000 and multiplying the result so obtained by _____ (the "Conversion Rate") or such Conversion Rate as adjusted from time to time as provided in the Indenture, upon surrender of this Note, together with a conversion notice as provided in the Indenture, to the Company at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, or at the option of such holder, the Corporate Trust Office, and, if applicableunless the shares issuable on conversion are to be issued in the same name as this Note, cash duly endorsed by, or accompanied by instruments of transfer in lieu of any fractional share of Common Stock). Notwithstanding anything form satisfactory to the contrary: (i) Notes may Company duly executed by, the holder or by his duly authorized attorney. No adjustment in respect of interest or dividends will be made upon any conversion; PROVIDED, HOWEVER, that if this Note shall be surrendered for conversion only after during the Open period from the close of Business and before business on any record date for the Close payment of Business on a day that is a Business Day; (ii) in no event may any Note be converted after interest to the Close close of Business business on the Business Day immediately preceding the Maturity Date; interest payment date, this Note (iii) if unless it or the Company calls portion being converted shall have been called for redemption during the period from the close of business on any Note record date for Redemption pursuant the payment of interest to ARTICLE 5, then the Holder close of such Note may not convert such Note after the Close of Business business on the Business Day immediately before preceding the applicable Redemption Dateinterest payment date) must be accompanied by an amount, except in New York Clearing House funds or other funds acceptable to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any NoteCompany, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made payable on such interest payment date on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”)principal amount at maturity being converted. If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering No fractional shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to issued upon any conversion, but an adjustment in cash will be paid to such Holdermade, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and as provided in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments Indenture, in lieu respect of any fractional fraction of a share which would otherwise be issuable upon the surrender of any Note or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such NotesNotes for conversion.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder shall have the right, at such Holder’s option, at any time prior to commencing on June 20, 2017 until the Close of Business on the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of any such Holder’s Notes, or any portion of such Principal Amount that is $1,000 and any integral multiple of $1,000 in excess thereofAmount, into shares of Common Stock Stock, at the then Applicable Conversion Rate. (andb) Notwithstanding the foregoing, if applicablea Holder has already delivered a Fundamental Change Purchase Notice with respect to a Note under Section 8.01, cash such Holder may convert such Note only if such Holder first withdraws the related Fundamental Change Purchase Notice pursuant to Section 8.03. If a Holder has surrendered such Holder’s Note for required purchase in lieu of any fractional share of Common Stock). Notwithstanding anything connection with a Fundamental Change, such Holder’s right to withdraw the contrary: (i) Notes may be surrendered for conversion only after the Open of Business related Fundamental Change Purchase Note and before convert each Note that is subject thereto will terminate at the Close of Business on a day that is a Business Day; (iii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; relevant Fundamental Change Purchase Date or (iiiii) if in the case of a Default by the Company calls any Note for Redemption pursuant in the payment of the Fundamental Change Purchase Price with respect to ARTICLE 5such Note, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before preceding the applicable Redemption Dateday on which such Default is no longer continuing. (c) Provisions of this Indenture that apply to conversion of all of a Note also apply to conversion of a portion of a Note. (d) A Holder of Notes is not entitled to any rights of a holder of shares of Common Stock until such Holder has converted its Notes, except and only to extent such Notes are deemed to have been converted into shares of Common Stock pursuant to this Article 7. (e) [Reserved] (f) During any period of time in which a Holder’s Beneficial Ownership of Common Stock is less than 5%, a Holder shall not have the right to convert all or any portion of the Principal Amount of any Notes into shares of Common Stock to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject that upon and after giving effect to such notice; conversion (ii) such notice is withdrawn and issuance of any shares of Common Stock in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For satisfaction of any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”, as the case may be). If , such Holder (together with such Holder’s Affiliated Parties (including shares held by any “group” of which the Holder or any of its Affiliated Parties is a Conversion Date occurs after the Close member)) would have Beneficial Ownership of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount more than 4.99% of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The total number of shares of Common Stock a converting then issued and outstanding (the “4.99% Ownership Limitation”); provided, that, such Holder will receive will be may, at its option and upon not less than sixty-one (61) days’ prior notice to the Company, elect to increase the 4.99% Ownership Limitation to any other percentage not in excess of 9.99% of the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 outstanding shares of Common Stock per $1,000 principal amount of Notes, subject then outstanding (the “9.99% Ownership Limitation”). Any such increase will not be effective until the 61st day after such notice is delivered to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04Company. The Company will hereby covenants and agrees not to adopt any shareholder rights plan or take any other action which would have the effect of restricting or adversely affecting the Holder’s election to change such threshold percentage. If at any time the Company shall be required under the Purchase Agreement or pursuant to make any cash payments the Indenture to issue shares of Common Stock to the Permitted Holders, but the issuance of such shares of Common Stock would exceed the ownership limitations set forth in this Section 7.01(f), in lieu of issuing such number of shares of Common Stock to the Permitted Holders in excess of the ownership limitations set forth in this Section 7.01(f), the Company shall issue to the Permitted Holders a New Warrant to acquire such shares of Common Stock pursuant to Section 4.18 of the Purchase Agreement. For avoidance of doubt, upon conversion of any fractional share or have any further obligation Notes pursuant to deliver any this Indenture and issuance of shares of Common Stock or pay a New Warrant, as applicable, in connection with such conversion, such Notes shall be cancelled. (g) For purposes of Section 7.01(f) above, “Beneficial Ownership” shall mean the number of shares of Common Stock beneficially owned by a Holder and its Affiliated Parties (and any cash in excess other persons or entities acting as a “group” together with a Holder or any of such Holder’s Affiliated Parties) and shall include the number of shares of Common Stock issuable upon conversion of the threshold described aboveNotes with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, unconverted portion of the Notes beneficially owned by such Holder or any of its Affiliated Parties (and any other persons or entities acting as a “group” together with such Holder or any of such Holder’s Affiliated Parties) and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company exercisable for or convertible into Common Stock that are subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Affiliated Parties (and any other persons or entities acting as a “group” together with such Holder or any of such Holder’s Affiliated Parties). Except as set forth in the preceding sentence, for purposes of Section 7.01(f), Beneficial Ownership shall be calculated (and, for such purpose, whether any person or entity forms a “group” with any Holder or such Holder’s Affiliated Parties will be determined) in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (or, to the extent that, as a result of a change in law, regulation or interpretation after the date hereof, the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher Beneficial Ownership for any such party, then such Beneficial Ownership will be calculated in accordance with Section 16 of the Exchange Act and the rules and regulations thereunder), it being acknowledged by each Holder that the Company is not representing to any Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and each Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that an ownership limitation contained in Section 7.01(f) applies, the determination of whether the Notes owned by a Holder are convertible (in relation to other securities owned by such Holder together with its Affiliated Parties (and any other persons or entities acting as a “group” together with such Holder or any of such Holder’s Affiliated Parties)) and of which portion of the Notes owned by such Holder is convertible shall be in the sole discretion of such Holder, and the submission of a Conversion Notice to the Conversion Agent shall be deemed to be such Holder’s determination of whether the Notes owned by such Holder are convertible (in relation to other securities owned by such Holder together with any of its Affiliated Parties (and any other persons or entities acting as a “group” together with such Holder or any of such Holder’s Affiliated Parties)) and of which portion of such Notes are convertible, in each case subject to the 9.99% Ownership Limitation or 4.99% Ownership Limitation, as applicable, and neither the Company nor the Conversion Agent shall have any obligation to verify or confirm the accuracy of such determination. In addition, if a determination as to any “group” status as contemplated above shall be determined in connection accordance with any Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. In determining the number of outstanding shares of Common Stock the Holder may acquire upon the conversion of Notesthe Notes without exceeding the 9.99% Ownership Limitation or 4.99% Ownership Limitation, as applicable, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the Commission, as the case may be, (y) a more recent public announcement by the Company or (3) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Rate Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is adjusted less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to Section 7.077.01(f), then to exceed the 9.99% Ownership Limitation or 4.99% Ownership Limitation, as applicable, the Holder shall notify the Company of a reduced number of shares of Common Stock to be issued to such Holder will not receive upon the Interest Make-Whole Payment with respect conversion of the Notes. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to such Notesthe Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, by the Holder and the Holder’s Affiliated Parties since the date as of which the Reported Outstanding Share Number was reported.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder holder of Convertible Subordinated Notes shall have the right, at such Holder’s his or her option, at any time on or before the close of business on the last Trading Day prior to the Close Maturity Date (except that, (a) with respect to any Convertible Subordinated Note or portion thereof which is called for redemption prior to such date, such right shall terminate, except as provided in the fourth paragraph of Business Section 12.02, at the close of business on the Business last Trading Day immediately preceding the Maturity Datedate fixed for redemption (unless the Company defaults in payment of the Redemption Price in which case the conversion right will terminate at the close of business on the date such default is cured) and (b) with respect to any Convertible Subordinated Note or portion thereof subject to a duly completed election for repurchase, such right shall terminate at the close of business on the Designated Event Offer Termination Date (unless the Company defaults in the payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase in accordance with section 4.06)) to convert the Principal Amount principal amount of any Convertible Subordinated Note held by such Holder’s Notesholder, or any portion of such Principal Amount that principal amount which is $1,000 and any or an integral multiple of $1,000 in excess thereof, into that number of fully paid and non-assessable shares of Common Stock (andas such shares shall then be constituted) obtained by dividing the principal amount of the Convertible Subordinated Note or portion thereof to be converted by the Conversion Price in effect at such time, if applicable, cash by surrender of the Convertible Subordinated Note so to be converted in lieu whole or in part in the manner provided in Section 12.02. A holder of Convertible Subordinated Notes is not entitled to any fractional share rights of a holder of Common Stock until such holder of Convertible Subordinated Notes has converted his or her Convertible Subordinated Notes to Common Stock). Notwithstanding anything to the contrary: (i) Notes may be surrendered for conversion , and then only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails such Convertible Subordinated Notes are deemed to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes converted to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesthis Article XII.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder the holder of any Note shall have the right, at the option of such Holder’s optionholder, at any time after 90 days following the latest date of original issuance of the Notes and prior to the Close close of Business business on November 28, 2003 (except that, with respect to any Note or portion of a Note that shall be called for redemption or delivered for repurchase, such right shall terminate at the close of business one Business Day immediately preceding the Maturity Date, date fixed for redemption or repurchase of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the Principal Amount principal amount of any such Holder’s NotesNote, or any portion of such Principal Amount principal amount that is $1,000 and any or an integral multiple of $1,000 in excess thereof, into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the aggregate principal amount of the Notes or portion thereof surrendered for conversion by the Conversion Price in effect at such time rounded to the nearest 1/100,000th of a share (with 0.000005 being rolled upward) as such amount shall be certified by the Company as provided in an Officers' Certificate, by surrender of the Note so to be converted in whole or in part in the manner provided in Section 14.2. A Note (or portion thereof) in respect of which a holder is exercising its option to require repurchase upon a change of control pursuant to Section 3.5 of this Indenture, may only be converted if such holder withdraws its election to exercise said redemption option in accordance with the terms of this Indenture. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted such holder's Notes to Common Stock and only to the extent such Notes are deemed to have been converted to Common Stock under this Article XIV. (b) In the event a holder desires to convert all, or any portion, of its Notes into shares of Common Stock (and, if applicable, cash in lieu of any fractional share of Common Stock). Notwithstanding anything to or other securities into which the contrary: (iNotes are then convertible) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may does not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if have authorized a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The sufficient number of shares of Common Stock a converting Holder will receive will be (or other securities into which the number Notes are then convertible) for such conversion, then in lieu of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 delivering shares of Common Stock per $1,000 principal amount (or other securities into which the Notes are then convertible) upon conversion pursuant to 14.1(a) of that portion of such holder's Notes for which there is an insufficient number of shares of Common Stock (or other securities into which the Notes are then convertible) (the "Cash Equivalent Notes"), subject the Company shall pay to adjustment at the same time and in holder converting the same manner as Cash Equivalent Notes who properly exercises the Conversion Rate conversion privilege, as set forth under in Section 7.04. The 14.2, an amount, as calculated by the Company will not be required and certified to make the Trustee in an Officers' Certificate of the Company, in cash equal to the Market Cash Conversion Price of the shares of Common Stock into which such Cash Equivalent Notes are then convertible. (c) In the event that the Company directs the Trustee to pay cash upon any cash payments conversion in lieu of any fractional share or have any further obligation to deliver any delivering shares of Common Stock or pay any cash in excess other securities, as the case may be, the Company shall deliver to the Trustee written notice of such election not later than the close of business on the first Trading Day after the date of receipt by the Trustee of the threshold described above. In addition, if in connection with any notice of conversion of Notes, the Conversion Rate is adjusted delivered by such holder pursuant to Section 7.0714.2, then and the Trustee shall notify by facsimile the contact person specified in the holder's Conversion Notice of such Holder election by the Company to such holder. In such event, notwithstanding any other provisions in this Article XIV, in lieu of delivering Common Stock upon conversion of such Notes surrendered in accordance with Section 14.2, the Company shall pay or direct the Trustee to pay the holder surrendering such securities an amount in cash equal to the Market Cash Conversion Price of the shares of Common Stock, plus any cash and other property theretofore apportioned to such shares of Common Stock in accordance with Section 14.2. Prior to or concurrently with such cash payment, the Company will not receive provide the Interest Make-Whole Payment Trustee with an Officers' Certificate setting forth the Market Cash Conversion Price and will deposit with the paying agent the cash so payable. The Trustee shall have no obligation or liability with respect to such Notesthe calculation of the Market Cash Conversion Price.

Right to Convert. (a) Subject to and upon compliance with the ---------------- provisions of this AgreementIndenture, each Holder including, without limitation, Article Four, the holder of any Note shall have the right, at such Holder’s its option, at any time prior after the original issuance of the Notes hereunder through the close of business on the final maturity date of the Notes (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at the Close close of Business business on the Business Day immediately next preceding the Maturity Date, date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof) to convert the Principal Amount principal amount of any such Holder’s NotesNote, or any portion of such Principal Amount that principal amount which is $1,000 and any or an integral multiple thereof. The Notes will be convertible at the Conversion Rate, determined as hereinafter provided, in effect at the time of $1,000 in excess thereof, conversion into fully paid and non-assessable shares of Common Stock of the Company (andas such shares shall then be constituted), if applicableby surrender of the Note so to be converted in whole or in part in the manner provided, cash together with any required funds, in Section 15.2. Notwithstanding the foregoing, in lieu of any fractional share issuing shares of the Company's Common Stock upon conversion, the Company may elect to pay cash, but only with 30 days' prior written notice to all holders of Notes. If the Company elects to convert the Notes into cash, it will pay the holder of the Notes an amount equal to 105% of the value of the Common Stock the holder would have received had the Notes been converted into shares of the Company's Common Stock). Notwithstanding anything to For this purpose, the contrary: (i) Notes may value of the Common Stock will be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business based on the Business Day immediately preceding last reported sale price for the Maturity Date; (iii) if Company's Common Stock on the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder date of conversion unless shares of such Note may Common Stock are not convert such Note after the Close of Business approved for quotation on the Business Day immediately before Nasdaq National Market or any similar United States system of automated dissemination of quotations of securities prices, in which case such value will be based on the applicable Redemption Date, except to good faith estimate of the extent the Company fails to pay the Redemption Price for such Company's Board of Directors. A Note in accordance with this Agreement; and (iv) if respect of which a holder is exercising its option to require redemption upon a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect 3.5 may be converted only if such holder withdraws its election to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn exercise in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum 3.5. A holder of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will is not include the accrued interest entitled to any converting Holder and instead the Company will pay the full amount rights of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares a holder of Common Stock a converting Holder will receive will be the number of shares equal until such holder has converted his Notes to Common Stock, and only to the amount of the Interest Make-Whole Payment extent such Notes are deemed to be paid have been converted to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesthis Article Fifteen.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Agreement, each Holder shall have the right, at such Holder’s option, at At any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date, to a Holder may convert all or any portion of its Notes at the Principal Amount Conversion Rate in effect on the Conversion Date. A Holder may convert fewer than all of such Holder’s Notes, or any portion of such Principal Amount that is $1,000 and any Notes so long as the Notes converted are in an integral multiple of $1,000 in excess thereofprincipal amount. (b) Upon conversion of a Note, into shares of Common Stock (anda Holder will not receive any additional cash payment for accrued and unpaid interest, if applicableany, cash unless such Holder is the Holder on a Regular Record Date and such conversion occurs between such Regular Record Date and the Interest Payment Date to which it relates as described in lieu Section 5.01(c), and the Company will not adjust the Conversion Rate to account for accrued and unpaid interest. Except as described in Section 5.01(c), the Company’s settlement of any fractional share conversions pursuant to Section 5.03 shall be deemed to satisfy the Company’s obligation to pay the principal amount of Common Stock). Notwithstanding anything to the contrary:Note and accrued and unpaid interest, if any, to, but not including, the Conversion Date. (ic) Notes may be surrendered for conversion only after the Open of Business and before Holders at the Close of Business on a day Regular Record Date will receive payment of interest payable on the corresponding Interest Payment Date notwithstanding the conversion of such Notes at any time after the Close of Business on the applicable Regular Record Date. Notes surrendered for conversion by a Holder after the Close of Business on any Regular Record Date but prior to the next Interest Payment Date must be accompanied by payment of an amount equal to the interest that will be payable on the Notes; provided, however, that no such payment shall be required (1) if the Company has specified a Fundamental Change Repurchase Date following a Fundamental Change that is after a Business Day;Regular Record Date and on or prior to the corresponding Interest Payment Date, (2) if the Company has specified a Redemption Date in accordance with Section 3.01 that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, (3) with respect to any Notes surrendered for conversion following the Regular Record Date immediately preceding the Maturity Date or (4) only to the extent of overdue interest, if any overdue interest exists at the time of conversion with respect to such Notes. For the avoidance of doubt, all Holders on the Regular Record Date immediately preceding the Maturity Date will receive and retain the full interest payment due on the Maturity Date regardless of whether their Notes are converted following such Regular Record Date. (iid) in no event may If the Company calls any Note be converted after or all of the Notes for redemption under Section 3.01, Holders shall have the right to convert all or a portion of their Notes called for redemption at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except after which time Holders shall no longer have the right to convert their Notes on account of the extent Company’s delivery of such Redemption Notice, unless the Company fails to pay defaults in the payment of the Redemption Price Price. If a Holder elects to convert its Notes in connection with a Provisional Redemption, the Company shall, if applicable, increase the Conversion Rate for such Note in accordance with this Agreement; and (iv) if the Notes so surrendered for conversion by a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn number of Additional Shares in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement5.07. (be) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be documentary, stamp or similar issue or transfer tax due on the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP issuance of the shares for of the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a Common Stock upon conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 unless the tax is due because the Holder requests such shares of Common Stock per $1,000 principal amount of Notesto be issued in a name other than the Holder’s name, subject to adjustment at in which case the same time and in Holder shall pay the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notestax.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Agreement, each Holder shall have the right, at such Holder’s option, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of such Holder’s Notes, or any portion of such Principal Amount that is $1,000 and any integral multiple of $1,000 in excess thereof, into shares of Common Stock (and, if applicable, cash in lieu of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE Article 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if If in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notes.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder shall have the right, at such Holder’s option, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of any such Holder’s Notes, or any portion of such Principal Amount, into shares of Common Stock, provided that any portion of such Principal Amount that a Holder elects to convert is equal to $1,000 and any or an integral multiple of $1,000 in excess thereof, into shares of Common Stock (and. b) Notwithstanding the foregoing, if applicablea Holder’s Note is called for redemption under Article 5, cash in lieu of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes such Holder may be surrendered surrender such Note for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may at any Note be converted after time prior to the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if Redemption Date for such Note unless the Company calls any fails to pay the Redemption Price. If a Holder has already delivered a Fundamental Change Purchase Notice with respect to a Note for Redemption pursuant to ARTICLE 5under Section 8.01, then the such Holder of such Note may not convert such Note after only if such Holder first validly withdraws the related Fundamental Change Purchase Notice pursuant to Section 8.03. If a Holder has surrendered such ▇▇▇▇▇▇’s Note for purchase in connection with a Fundamental Change, such ▇▇▇▇▇▇’s right to withdraw the related Fundamental Change Purchase Note and convert each Note that is subject thereto will terminate at the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole relevant Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Change Purchase Date. The Company shall pay in certain cases increase the Conversion Rate for Holders who elect to convert their notes in connection with the delivery of a Notice of Redemption as set forth under Section 7.07. c) Provisions of this Indenture that apply to conversion of all of a Note also apply to conversion of a portion of a Note. d) A Holder of Notes is not entitled to any Interest Make-Whole Payment by delivering shares rights of Common Stock. The number a holder of shares of Common Stock a converting until such Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the has converted its Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 and only to extent such Notes are deemed to have been converted into shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesthis Article 7.

Right to Convert. (a1) Subject to and upon compliance with the provisions The holder of this Agreement, each Holder shall have the right, at such Holder’s option, Security is entitled at any time and from time to time before the close of business on the Maturity Date (or, in case this Security is called for redemption or the holder hereof has exercised its right to require the Company to repurchase this Security or a portion hereof pursuant to Section 3 hereof, then in respect of this Security or such portion hereof, as the case may be, until and including, but (unless the Company defaults in making the payment due upon redemption or repurchase) not after, 12:00 p.m., New York City time, on the Redemption Date or the Repurchase Date, as the case may be), to convert all or any portion of the principal amount of this Security (in an amount no less than $1,000,000) into that number of fully paid and nonassessable shares of Common Stock of the Company equal to (i) the amount of principal to be so converted divided by (ii) $11.00 (or such price as adjusted if an adjustment has been made as provided below in this Section 2, the "Conversion Price"), by ---------------- surrender of this Security, duly endorsed or assigned to the Company or in blank to the Company at the Designated Office, accompanied by written notice to the Company (the "Conversion Notice") that the holder hereof irrevocably elects to ----------------- convert this Security (or if less than the entire principal amount hereof is to be converted, specifying the portion hereof to be converted). Notwithstanding the foregoing, unless the holder of this Security notifies the Company to the contrary, such holder shall be deemed for all purposes to have converted this Security, subject only to surrender of this Security against delivery of the Common Stock and cash payable for fractional shares issuable upon such conversion (which surrender may take place before or after the date of such deemed conversion, without affecting the validity thereof), (A) immediately prior to the Close close of Business business on the Business Day Redemption Date, if this Security is redeemed pursuant to Section 1 hereof, or (B) immediately preceding prior to the close of business on the Maturity Date, in each case, if the Closing Price of the Common Stock on the immediately preceding Trading Day exceeds 115% of the Conversion Price. (2) Within 30 days after surrender of this Security for conversion, the holder will be entitled to convert payment in cash of the Principal Amount interest accruing on the principal amount of this Security then being converted and unpaid to such Holder’s Notesdate of conversion. (3) Subject to the adjustments to the Conversion Price as provided in this Section 2, no payment or adjustment is to be made on conversion for dividends on the Common Stock issued on conversion hereof. (4) Notwithstanding any portion other provision of this Security, the Company shall, if the holder so elects, deliver the Common Stock issuable upon conversion of this Security to any third party designated by the holder. (5) If any of the foregoing provisions of this Section 2(a) are inconsistent with applicable law, such Principal Amount that is $1,000 and any integral multiple law shall govern. (6) Notwithstanding anything to the contrary stated herein, if an event occurs or circumstances exist that, assuming issuance of $1,000 in excess thereof, into the full number of shares of Common Stock issuable upon conversion of this Security (andin whole or in part) in accordance with this Section 2, if applicablewould result in a violation of Nasdaq Marketplace Rule 4350 (or any similar applicable rule), cash in lieu then upon receipt of any fractional share of Common Stock). Notwithstanding anything to a Conversion Notice, the contraryCompany shall: (i) Notes may be surrendered for conversion only after promptly issue the Open maximum number of Business and before the Close shares of Business on a day that is a Business DayCommon Stock allowable without resulting in such violation; (ii) promptly take all action necessary in no event may any Note be converted accordance with applicable law and the Company's certificate of incorporation and bylaws to hold and convene a meeting of the Company's shareholders (but not later than 45 days after the Close date of Business on receipt of the Business Day immediately preceding Conversion Notice) and the Maturity DateCompany and its Board of Directors shall not postpone or adjourn such meeting, and the Company and its Board of Directors shall take all other actions necessary or advisable, to secure the vote or consent of the shareholders to approve the issuance in full of the shares of Common Stock issuable upon conversion of this Security; (iii) if necessary shareholder approval or consent has been received, promptly issue the Company calls any Note for Redemption pursuant to ARTICLE 5, then remaining shares issuable under the Holder of such Note may not convert such Note after Conversion Notice (the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement"NASD Excess Shares"); andand ------------------ (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may necessary shareholder approval or consent has not be converted, except to been received and the extent (i) such Note is not subject to such notice; meeting described in subparagraph (ii) such notice is withdrawn above has been convened, promptly pay to the holder in accordance with Section 4.04(e); or cash the amount equal to (iiiA) the Company fails to pay NASD Excess Shares multiplied by (B) the Fundamental Change Repurchase Current Market Price for such Note in accordance with this Agreementper share of Common Stock on the date of receipt of the Conversion Notice. (b7) For any Conversion Date that occurs prior Notwithstanding anything to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change)contrary contained herein, the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum if issuance of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be issuable upon conversion of this Security (in whole or in part) in accordance with this Section 2 would require the Company and the holder to each make an HSR Filing and file related material with the FTC and DOJ under the HSR Act, the Company shall, upon receipt of the Conversion Notice: (i) promptly issue the maximum number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount allowable without making such HSR Filing as represented by a stock certificate or certificates bearing a customary Securities Act legend; (ii) promptly issue the remainder of Notesthe shares issuable pursuant to such Conversion Notice (the "HSR Excess Shares") as represented by a ----------------- stock certificate or certificates bearing both a customary Securities Act legend and the following legend (the "Non-Voting Legend"): ----------------- BY ITS RECEIPT AND ACCEPTANCE OF DELIVERY HEREOF, subject THE HOLDER AGREES AND ACKNOWLEDGES THAT THE SHARES REPRESENTED BY THIS CERTIFICATE WILL NOT BE VOTED IN ELECTIONS FOR DIRECTORS OF ARTESYN TECHNOLOGIES, INC. AND ARE SUBJECT TO THE TERMS OF THE 3.0% CONVERTIBLE NOTE ISSUED BY ARTESYN TECHNOLGIES, INC. ON JANUARY 15, 2002 OR ANY NOTE(S) ISSUED IN CONNECTION WITH THE TRANSFER OR REPLACEMENT THEREOF (INCLUDING THE GOVERNING LAW PROVISIONS THEREIN). (iii) promptly cooperate with the holder in good faith to adjustment submit such HSR Filing; provided, however, that the Company shall not seek early -------- ------- termination of any waiting period under the HSR Act without the prior written consent of the holder; provided, further, that if the holder so requests, the -------- ------- Company and the holder shall each use all reasonable efforts to obtain early termination of such waiting period, and shall in any case promptly supply the other with any information which may be required in order to effectuate such filings and supply any additional information which may be reasonably required by the FTC or DOJ; (iv) remove the Non-Voting Legend from stock certificates representing such number of HSR Excess Shares as the holder may request from time to time (including with respect to transfers other than to a member of the Purchaser Group); provided, however, that the removal of the Non-Voting Legend -------- ------- from such stock certificates representing HSR Excess Shares would not require the Company and the Holder to each make an HSR Filing; and provided, further, that upon the removal of the Non-Voting Legend in accordance with this subsection (iv), the HSR Excess Shares shall no longer be HSR Excess Shares for purposes of the last paragraph of this Section 2(a)(7); and (v) if the Company or the holder does not obtain expiration or notice of termination of the waiting period under the HSR Act from the DOJ or the FTC pursuant to the HSR Filing submitted pursuant to subparagraph (iii) above within 45 days after filing, promptly pay to the holder, at the same time and holder's request, in cash the same manner as amount equal to (A) the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional HSR Excess Shares multiplied by (B) the Current Market Price per share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess on the date of receipt of the threshold described aboveConversion Notice; provided, however, that if at any time any -------- ------- portion of this Security would be accounted for as a derivative classified outside of shareholders' equity under GAAP as a result of this subparagraph (v), then the holder shall not have any rights under this subparagraph (v). By its receipt and acceptance of this Security, the holder agrees that it will not vote the HSR Excess Shares in elections for directors of the Company. In additionthe event that the holder attempts to vote such shares, if whether in connection with person or by proxy, in violation of this agreement, the holder acknowledges and agrees that the Company shall have no obligation to recognize or record any such votes. Receipt by the Company of the holder's acknowledgment of receipt of this Security shall constitute written acknowledgment and agreement to be bound by the contractual obligations of this Section 2(a)(7). This provision shall survive any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesthis Security.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementArticle, each the Holder of any Convertible Security shall have the right, at such Holder’s 's option, at any time prior to the Close close of Business business on the Business Day immediately preceding date set forth in the Maturity Officers' Certificate delivered pursuant to Section 301 hereof (or if such Convertible Security is called for redemption or submitted for repayment, then in respect of such Convertible Security to and including but not after the close of business on the Redemption or Repayment Date, as the case may be, unless the Company shall default in the payment due) to convert the Principal Amount principal amount of any such Holder’s NotesConvertible Security, or or, in the case of any Convertible Security of a denomination greater than $1,000, any portion of such Principal Amount that principal which is $1,000 and any or an integral multiple of $1,000 in excess thereof, into that number of fully paid and nonassessable shares of Common Stock (and, if applicable, cash in lieu as such shares shall then be constituted) obtained by dividing the principal amount of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes may be Convertible Security or portion thereof surrendered for conversion only after by the Open Conversion Price, by surrender of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note Convertible Security so to be converted after in whole or in part in the Close of Business on manner provided in Section 1903. Such conversion shall be effected by the Business Day immediately preceding Company. SECTION 1903. EXERCISE OF CONVERSION PRIVILEGE; DELIVERY OF COMMON STOCK ON CONVERSION; NO ADJUSTMENT FOR INTEREST OR DIVIDENDS. In order to exercise the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5conversion privilege, then the Holder of any Convertible Security to be converted in whole or in part shall surrender such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent Convertible Security at an office or agency maintained by the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b1002, accompanied by the funds, if any, required by the last paragraph of this Section, together with written notice of conversion, in the form provided on the Convertible Securities, that the Holder elects to convert such Convertible Security or the portion thereof specified in said notice. Such notice shall also state the name or names (with address) with respect in which the certificate or certificates for shares of Common Stock which shall be deliverable on such conversion shall be registered, and shall be accompanied by transfer taxes, if required pursuant to any NoteSection 1908. Each Convertible Security surrendered for conversion shall, then unless the shares deliverable on conversion are to be registered in the same name as the registration 103 of such Note may not Convertible Security, be convertedduly endorsed by, except or accompanied by instruments of transfer in form satisfactory to the extent (i) Company duly executed by, the Holder or such Note is not subject to Holder's duly authorized attorney. As promptly as practicable after the surrender of such notice; (ii) Convertible Security and the receipt of such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change)and funds, if any, as aforesaid, the Company shall make deliver at such office or agency to such Holder, or on such Holder's written order, a certificate or certificates for the number of full shares deliverable upon the conversion of such Convertible Security or portion thereof in accordance with the provisions of this Article and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion as provided in Section 1904. In case any Convertible Security of a denomination greater than $1,000 shall be surrendered for partial conversion and subject to Section 302, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Convertible Security so surrendered, without charge to such Holder, a new Convertible Security or Convertible Securities in authorized denominations in an Interest Make-Whole Payment to the converting Holder aggregate principal amount equal to the sum unconverted portion of the remaining scheduled payments of interest that would surrendered Convertible Security. Each conversion shall be deemed to have been made effected on the Notes date on which such Convertible Security shall have been surrendered (accompanied by the funds, if any, required by the last paragraph of this Section) and such notice shall have been received by the Company, as aforesaid, and the person in whose name any certificate or certificates for shares of Common Stock shall be registrable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; PROVIDED HOWEVER, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person in whose name the certificates are to be converted had registered as the record holder thereof for all purposes on the next succeeding day on which stock transfer books are open, but such Notes remained outstanding conversion shall be at the Conversion Price in effect on the date upon which such Convertible Security shall have been surrendered. Any Convertible Security or portion thereof surrendered for conversion during the period from the Conversion Date through close of business on the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the for any Interest Payment Date corresponding to the opening of business on such Interest Payment Date shall (unless such Convertible Security or portion thereof being converted shall have been called for redemption or submitted for repayment on a date in such period) be accompanied by payment, in legal tender or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on the Convertible Securities. An amount equal to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead payment shall be paid by the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record such Convertible Security on such Regular Record Date. In , PROVIDED, HOWEVER, that if the Company shall default in the payment of interest on such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company , such amount shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to the person who made such Holderrequired payment. Except as provided above in this Section, divided by no adjustment shall be made for interest accrued on any Convertible Security converted or for dividends on any shares issued upon the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered such Convertible Security as provided in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesthis Article.

Right to Convert. (a) Subject to and upon Upon compliance with the provisions of this AgreementIndenture, each Holder holder of Convertible Notes shall have the right, at such Holder’s his or her option, at any time prior on or after the earlier of (i) the date the Shelf Registration Statement with respect to the Close resale of Business shares of Common Stock issuable upon conversion of the Convertible Notes becomes effective and (ii) 180 days after the Issue Date and before the close of business on the Business Day Maturity Date (except that, with respect to any Convertible Note or portion thereof subject to a duly completed election for repurchase by a holder or subject to a Redemption by the Company, such right shall terminate at the close of business on the date immediately preceding the Maturity Fundamental Change Offer Termination Date or the Redemption Date, as the case may be (unless the Company defaults in the payment due upon repurchase or Redemption or such holder elects to withdraw the submission of such election to repurchase in accordance with Section 4.06)), to convert the Principal Amount principal amount of any Convertible Note held by such Holder’s Notesholder, or any portion of such Principal Amount that principal amount which is $1,000 and any or an integral multiple of $1,000 in excess thereof, into that number of fully paid and non-assessable shares of Common Stock (andas such shares shall then be constituted) obtained by dividing the principal amount of the Convertible Note or portion thereof to be converted by the Conversion Price in effect at the time of conversion (in each case, if applicable, cash in lieu of subject to any fractional share of Common Stockapplicable procedures with respect to a Global Security). Notwithstanding anything to the contraryforegoing: (ia) Notes may be surrendered for Provisions of this Indenture that apply to conversion only after the Open of Business and before the Close all of Business on a day that is Convertible Note also apply to conversion of a Business Day; (ii) in no event may any Note be converted after the Close portion of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Convertible Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For A holder of Convertible Notes is not entitled to any Conversion Date that occurs rights of a holder of Common Stock until such holder has converted its Convertible Notes into Common Stock, and only to the extent such Convertible Notes are deemed to have been converted into Common Stock pursuant to this Article XII. (c) If there shall have occurred a Fundamental Change prior to February 15, 2010, then subject to applicable Nasdaq shareholder approval rules, the Maturity Date Company shall pay, in shares of Registered Common Stock, a make-whole premium (other than a conversion the “Fundamental Change Make-Whole Premium”) to every holder of Convertible Notes that converts his or her Convertible Notes in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding by issuing additional shares to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notes.holder upon the

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture (and in the case of a Permitted Holder, subject to such further restrictions, to the extent applicable, set forth in the Purchase Agreement regarding the Permitted Holders’ obligation to maintain an aggregate minimum percentage ownership of the aggregate Principal Amount outstanding under the Notes provided that upon the occurrence and during the continuation of any Significant Event of Default or the acceleration of the Obligations after the occurrence of any Event of Default (which acceleration has not been rescinded), such restrictions regarding the Permitted Holders’ obligation to maintain an aggregate minimum percentage ownership of the aggregate Principal Amount outstanding under the Notes set forth in the Purchase Agreement shall not apply to restrict the Permitted Holders in any manner), each Holder shall have the right, at such Holder’s option, at any time prior to commencing on June 15, 2014 until the Close of Business on the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of any such Holder’s Notes, or any portion of such Principal Amount that is $1,000 and any integral multiple of $1,000 in excess thereofAmount, into shares of Common Stock Stock. (andb) Notwithstanding the foregoing, if applicablea Holder has already delivered a Fundamental Change Purchase Notice with respect to a Note under Section 8.01, cash such Holder may convert such Note only if such Holder first withdraws the related Fundamental Change Purchase Notice pursuant to Section 8.03. If a Holder has surrendered such Holder’s Note for required purchase in lieu of any fractional share of Common Stock). Notwithstanding anything connection with a Fundamental Change, such Holder’s right to withdraw the contrary: (i) Notes may be surrendered for conversion only after the Open of Business related Fundamental Change Purchase Note and before convert each Note that is subject thereto will terminate at the Close of Business on a day that is a Business Day; (iii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; relevant Fundamental Change Purchase Date or (iiiii) if in the case of a Default by the Company calls any Note for Redemption pursuant in the payment of the Fundamental Change Purchase Price with respect to ARTICLE 5such Note, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before preceding the applicable Redemption Dateday on which such Default is no longer continuing. (c) Provisions of this Indenture that apply to conversion of all of a Note also apply to conversion of a portion of a Note. (d) A Holder of Notes is not entitled to any rights of a holder of shares of Common Stock until such Holder has converted its Notes, except and only to extent such Notes are deemed to have been converted into shares of Common Stock pursuant to this Article 7. (e) Notwithstanding any other provision of this Indenture to the extent the Company fails contrary, (i) prior to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) obtaining Stockholder Approval with respect to any Notethe 19.99% Proposal (A) no Holder shall be entitled to receive, then such Note may and the Company shall not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails obligated to pay (whether in cash or in shares of Common Stock), the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Voluntary Conversion Date that occurs prior to the Maturity Date (other than a conversion Make-Whole Payment in connection with a Make-Whole Fundamental Change), voluntary conversion by a Holder of all or any portion of the Principal Amount of any Notes into shares of Common Stock pursuant to this Section 7.01 and (B) the Company shall make an Interest Make-Whole Payment not be permitted to exercise its conversion option with respect to all or any portion of the Principal Amount of any Notes into shares of Common Stock pursuant to Section 7.07; and (ii) no Holder may voluntarily convert, and the Company may not require a Holder to convert pursuant to Section 7.07, any portion of the Principal Amount of any Notes into shares of Common Stock, to the converting Holder equal extent that (A) such conversion is limited pursuant to the sum provisions of Section 7.09(a), or (B) upon and after giving effect to such conversion (including the remaining scheduled payments issuance of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest any shares of Common Stock in satisfaction of any Make-Whole Payment, as applicable), such Holder (together with such Holder’s Affiliates and any other persons or entities whose Beneficial Ownership (as defined below) of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (the “Affiliated Parties”) (including shares held by any “group” of which the Holder or any of its Affiliated Parties is a member). If ), would have Beneficial Ownership of more than the applicable ownership limitation under Section 7.01(f) below. (f) Notwithstanding the provisions of Section 7.01(e) above, during any period of time in which a Conversion Date occurs after Holder’s Beneficial Ownership of Common Stock is less than 5%, a Holder shall not have the Close right to convert all or any portion of Business on a Regular Record Date but prior the Principal Amount of any Notes into shares of Common Stock to the Open of Business on the Interest Payment Date corresponding extent that upon and after giving effect to such Regular Record Date, the Interest conversion (and issuance of any shares of Common Stock in satisfaction of any Make-Whole Payment will not include Payment, as the accrued interest to case may be), such Holder (together with such Holder’s Affiliated Parties (including shares held by any converting “group” of which the Holder and instead the Company will pay the full amount or any of its Affiliated Parties is a member)) would have Beneficial Ownership of more than 4.99% of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The total number of shares of Common Stock a converting Holder will receive will be then issued and outstanding (the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notes.“

Right to Convert. (a) Subject to and upon compliance with the provisions of this Agreement, each Holder shall have the right, at such Holder’s option, at At any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date, to a Holder may convert all or any portion of its Notes at the Principal Amount Conversion Rate in effect on the Conversion Date. A Holder may convert fewer than all of such Holder’s Notes, or any portion of such Principal Amount that is $1,000 and any Notes so long as the Notes converted are in an integral multiple of $1,000 in excess thereofprincipal amount. (b) Upon conversion of a Note, into shares of Common Stock (anda Holder will not receive any additional cash payment for accrued and unpaid interest, if applicableany, cash unless such Holder is the Holder on a Regular Record Date and such conversion occurs between such Regular Record Date and the Interest Payment Date to which it relates as described in lieu Section 5.01(c), and the Company will not adjust the Conversion Rate to account for accrued and unpaid interest. Except as described in Section 5.01(c), the Company’s settlement of any fractional share conversions pursuant to Section 5.03 shall be deemed to satisfy the Company’s obligation to pay the principal amount of Common Stock). Notwithstanding anything to the contrary:Note and accrued and unpaid interest, if any, to, but not including, the Conversion Date. (ic) Notes may be surrendered for conversion only after the Open of Business and before Holders at the Close of Business on a day Regular Record Date will receive payment of interest payable on the corresponding Interest Payment Date notwithstanding the conversion of such Notes at any time after the Close of Business on the applicable Regular Record Date. Notes surrendered for conversion by a Holder after the Close of Business on any Regular Record Date but prior to the next Interest Payment Date must be accompanied by payment of an amount equal to the interest that will be payable on the Notes; provided, however, that no such payment shall be required (1) if the Company has specified a Fundamental Change Purchase Date following a Fundamental Change that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, (2) if the Company has specified a Redemption Date in accordance with Section 3.01 that is after a Regular Record Date and on or prior to the Business Day;Day immediately following the corresponding Interest Payment Date, (3) with respect to any Notes surrendered for conversion following the Regular Record Date immediately preceding the Maturity Date or (4) only to the extent of overdue interest, if any overdue interest exists at the time of conversion with respect to such Notes. For the avoidance of doubt, all Holders on the Regular Record Date immediately preceding the Maturity Date will receive and retain the full interest payment due on the Maturity Date regardless of whether their Notes are converted following such Regular Record Date. (iid) in no event may If the Company calls any Note be converted after or all of the Notes for redemption under Section 3.01, Holders shall have the right to convert all or a portion of their Notes called for redemption at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except after which time Holders shall no longer have the right to convert their Notes on account of the extent Company’s delivery of such Redemption Notice, unless the Company fails to pay defaults in the payment of the Redemption Price Price. If a Holder elects to convert its Notes in connection with the Company’s Redemption Notice, the Company shall: (i) increase the Conversion Rate for such Note the Notes as set in accordance with this AgreementSection 5.07; and (ivii) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject pay to such noticeHolder an amount equal to accrued and unpaid interest on the Notes that are surrendered for conversion to, but excluding, the Conversion Date; (ii) provided that if such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs after a Regular Record Date and on or prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change)corresponding Interest Payment Date, the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment due on such that Interest Payment Date to the Holder of record on such the relevant Regular Record Date. In such case, the Interest Make-Whole Payment Date and no additional payment shall be made pursuant to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. this clause (ii). (e) The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be documentary, stamp or similar issue or transfer tax due on the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP issuance of the shares for of the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a Common Stock upon conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 unless the tax is due because the Holder requests such shares of Common Stock per $1,000 principal amount of Notesto be issued in a name other than the Holder’s name, subject to adjustment at in which case the same time and in Holder shall pay the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notestax.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Agreement, each Holder shall have the right, at such Holder’s option, at At any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date, to a Holder may convert all or any portion of its Notes at the Principal Amount Conversion Rate in effect on the Conversion Date. A Holder may convert fewer than all of such Holder’s Notes, or any portion of such Principal Amount that is $1,000 and any Notes so long as the Notes converted are in an integral multiple of $1,000 in excess thereof, into shares of Common Stock (and, if applicable, cash in lieu of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreementprincipal amount. (b) For Upon conversion of a Note, a Holder will not receive any additional cash payment for accrued and unpaid interest, if any, unless such Holder is the Holder on a Regular Record Date and such conversion occurs between such Regular Record Date and the Interest Payment Date to which it relates as described in Section 5.01(c), and the Company will not adjust the Conversion Date that occurs prior Rate to the Maturity Date (other than a conversion account for accrued and unpaid interest. Except as described in connection with a Make-Whole Fundamental ChangeSection 5.01(c), the Company Company’s settlement of conversions pursuant to Section 5.03 shall make an Interest Make-Whole Payment be deemed to satisfy the converting Holder equal Company’s obligation to pay the sum principal amount of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from Note and accrued and unpaid interest, if any, to, but not including, the Conversion Date through the Maturity Date Date. (the “Interest Make-Whole Payment”). If a Conversion Date occurs after c) Holders at the Close of Business on a Regular Record Date but prior to will receive payment of interest payable on the Open corresponding Interest Payment Date notwithstanding the conversion of such Notes at any time after the Close of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such applicable Regular Record Date. In such case, Notes surrendered for conversion by a Holder after the Interest Make-Whole Payment Close of Business on any Regular Record Date but prior to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment must be accompanied by delivering shares payment of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares an amount equal to the amount of interest that will be payable on the Notes; provided, however, that no such payment shall be required (1) if the Company has specified a Fundamental Change Purchase Date following a Fundamental Change that is after a Regular Record Date and on or prior to the corresponding Interest Make-Whole Payment Date, (2) with respect to be paid to such Holder, divided by any Notes surrendered for conversion following the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day Regular Record Date immediately preceding the Conversion Date. Notwithstanding anything herein Maturity Date or (3) only to the contraryextent of overdue interest, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment if any overdue interest exists at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notes. (d) The Company shall pay any documentary, stamp or similar issue or transfer tax due on the issuance of the shares of the Common Stock upon conversion of the Notes, unless the tax is due because the Holder requests such shares of Common Stock to be issued in a name other than the Holder’s name, in which case the Holder shall pay the tax.

Right to Convert. (a) Subject The applicable Borrower may elect from time to and upon compliance with time, subject to the provisions of Section 2.4 and this Agreement, each Holder shall have the right, at such Holder’s option, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity DateSection 2.10, to convert all or any part of a Loan (other than a Swing Line Loan) of any Type into any other Type or Types of Loans (other than a Swing Line Loan); provided that any conversion of any Eurocurrency Rate Advance shall be made on, and only on, the Principal Amount last day of the Interest Period applicable thereto. Automatic Conversion and Continuation. Floating Rate Loans shall continue as Floating Rate Loans unless and until such Floating Rate Loans are converted into Eurocurrency Rate Loans. Eurocurrency Rate Loans shall continue as Eurocurrency Rate Loans until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Rate Loans shall be automatically converted into Floating Rate Loans unless the Company shall have given the Administrative Agent notice in accordance with Section 2.10(d) requesting that, at the end of such Holder’s NotesInterest Period, such Eurocurrency Rate Loans continue as a Eurocurrency Rate Loan. Unless a Borrowing/Conversion/Continuation Notice shall have timely been given in accordance with the terms of this Section 2.10, Eurocurrency Rate Advances in an Agreed Currency other than Dollars and Alternate Currency Loans shall automatically continue as Eurocurrency Rate Advances in the same Agreed Currency or any portion of such Principal Amount that is $1,000 and any integral multiple of $1,000 Alternate Currency Loans in excess thereofthe same Alternate Currency, into shares of Common Stock (and, if as applicable, cash in lieu with an Interest Period of any fractional share of Common Stock)one (1) month. No Conversion Post-Default or Post-Unmatured Default. Notwithstanding anything to the contrary: contrary contained in Section 2.10(a) or Section 2.10(b), no Loan may be converted into or continued as a Eurocurrency Rate Loan (except with the consent of the Required Lenders) when any Default or Unmatured Default has occurred and is continuing. Borrowing/Conversion/Continuation Notice. The Company shall give the Administrative Agent a Borrowing/Conversion/Continuation Notice with respect to each conversion of a Floating Rate Loan into a Eurocurrency Rate Loan or continuation of a Eurocurrency Rate Loan not later than 11:00 a.m. (Chicago time) (i) Notes may be surrendered for conversion only after the Open of three (3) Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except Days prior to the extent date of the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) requested conversion or continuation, with respect to any NoteLoan to be converted or continued as a Eurocurrency Rate Loan in Dollars, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn four (4) Business Days prior to the date of the requested conversion or continuation with respect to any Loan to be converted or continued as a Eurocurrency Rate Loan in accordance with Section 4.04(e); or an Agreed Currency other than Dollars, and (iii) five (5) Business Days before the Company fails date of the requested conversion or continuation Borrowing Date with respect to pay the Fundamental Change Repurchase Price for conversion or continuation of any Alternate Currency Loan (or such Note in accordance with this Agreement. other period as may be agreed to by the Administrative Agent), and the applicable Subsidiary Borrower shall give the applicable Alternate Currency Bank irrevocable notice by 11:00 a.m. (blocal time) For any Conversion Date that occurs three (3) Business Days prior to the Maturity Date conversion or continuation of such Alternate Currency Loan (or such other than a conversion period as may specified in connection with a Make-Whole Fundamental Changethe applicable Alternate Currency Addendum), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of specifying: (x) 97% and the requested date (which shall be a Business Day) of such conversion or continuation; (y) the simple average amount and Type of the Daily VWAP Loan to be converted or continued; and (z) the amount of Eurocurrency Rate Loan(s) or Alternate Currency Loan(s), as applicable, into which such Loan is to be converted or continued, the Agreed Currency or Alternate Currency, as applicable, and the duration of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion DateInterest Period applicable thereto. Notwithstanding anything herein to the contrary, the number of shares the Company (i) Eurocurrency Rate Advances in an Agreed Currency may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and be continued as Eurocurrency Rate Advances only in the same manner Agreed Currency, (ii) Alternate Currency Loans in an Alternate Currency may be continued as Alternate Currency Loans only in the Conversion Rate same Alternate Currency, (iii) Tranche A Advances may only be continued as set forth under Section 7.04. The Company will not Tranche A Advances and (iv) Tranche B Advances may only be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notescontinued as Tranche B Advances.

Right to Convert. (a1) Subject to and upon compliance with the provisions The holder of this Agreement, each Holder shall have the right, at such Holder’s option, Security is entitled at any time and from time to time before the close of business on the Maturity Date (or, in case this Security is called for redemption or the holder hereof has exercised its right to require the Company to repurchase this Security or a portion hereof pursuant to Section 3 hereof, then in respect of this Security or such portion hereof, as the case may be, until and including, but (unless the Company defaults in making the payment due upon redemption or repurchase) not after, 12:00 p.m., New York City time, on the Redemption Date or the Repurchase Date, as the case may be), to convert all or any portion of the principal amount of this Security (in an amount no less than $1,000,000) into that number of fully paid and nonassessable shares of Common Stock of the Company equal to (i) the amount of principal to be so converted divided by (ii) $11.00 (or such price as adjusted if an adjustment has been made as provided below in this Section 2, the "Conversion Price"), by surrender of this Security, duly endorsed or assigned to ---------------- the Company or in blank to the Company at the Designated Office, accompanied by written notice to the Company (the "Conversion Notice") that the holder hereof ----------------- irrevocably elects to convert this Security (or if less than the entire principal amount hereof is to be converted, specifying the portion hereof to be converted). Notwithstanding the foregoing, unless the holder of this Security notifies the Company to the contrary, such holder shall be deemed for all purposes to have converted this Security, subject only to surrender of this Security against delivery of the Common Stock and cash payable for fractional shares issuable upon such conversion (which surrender may take place before or after the date of such deemed conversion, without affecting the validity thereof), (A) immediately prior to the Close close of Business business on the Business Day Redemption Date, if this Security is redeemed pursuant to Section 1 hereof, or (B) immediately preceding prior to the close of business on the Maturity Date, in each case, if the Closing Price of the Common Stock on the immediately preceding Trading Day exceeds 115% of the Conversion Price. (2) Within 30 days after surrender of this Security for conversion, the holder will be entitled to convert payment in cash of the Principal Amount interest accruing on the principal amount of this Security then being converted and unpaid to such Holder’s Notesdate of conversion. (3) Subject to the adjustments to the Conversion Price as provided in this Section 2, no payment or adjustment is to be made on conversion for dividends on the Common Stock issued on conversion hereof. (4) Notwithstanding any portion other provision of this Security, the Company shall, if the holder so elects, deliver the Common Stock issuable upon conversion of this Security to any third party designated by the holder. (5) If any of the foregoing provisions of this Section 2(a) are inconsistent with applicable law, such Principal Amount that is $1,000 and any integral multiple law shall govern. (6) Notwithstanding anything to the contrary stated herein, if an event occurs or circumstances exist that, assuming issuance of $1,000 in excess thereof, into the full number of shares of Common Stock issuable upon conversion of this Security (andin whole or in part) in accordance with this Section 2, if applicablewould result in a violation of Nasdaq Marketplace Rule 4350 (or any similar applicable rule), cash in lieu then upon receipt of any fractional share of Common Stock). Notwithstanding anything to a Conversion Notice, the contraryCompany shall: (i) Notes may be surrendered for conversion only after promptly issue the Open maximum number of Business and before the Close shares of Business on a day that is a Business DayCommon Stock allowable without resulting in such violation; (ii) promptly take all action necessary in no event may any Note be converted accordance with applicable law and the Company's certificate of incorporation and bylaws to hold and convene a meeting of the Company's shareholders (but not later than 45 days after the Close date of Business on receipt of the Business Day immediately preceding Conversion Notice) and the Maturity DateCompany and its Board of Directors shall not postpone or adjourn such meeting, and the Company and its Board of Directors shall take all other actions necessary or advisable, to secure the vote or consent of the shareholders to approve the issuance in full of the shares of Common Stock issuable upon conversion of this Security; (iii) if necessary shareholder approval or consent has been received, promptly issue the Company calls any Note for Redemption pursuant to ARTICLE 5, then remaining shares issuable under the Holder of such Note may not convert such Note after Conversion Notice (the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement"NASD Excess Shares"); andand ------------------ (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may necessary shareholder approval or consent has not be converted, except to been received and the extent (i) such Note is not subject to such notice; meeting described in subparagraph (ii) such notice is withdrawn above has been convened, promptly pay to the holder in accordance with Section 4.04(e); or cash the amount equal to (iiiA) the Company fails to pay NASD Excess Shares multiplied by (B) the Fundamental Change Repurchase Current Market Price for such Note in accordance with this Agreementper share of Common Stock on the date of receipt of the Conversion Notice. (b7) For any Conversion Date that occurs prior Notwithstanding anything to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change)contrary contained herein, the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum if issuance of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be issuable upon conversion of this Security (in whole or in part) in accordance with this Section 2 would require the Company and the holder to each make an HSR Filing and file related material with the FTC and DOJ under the HSR Act, the Company shall, upon receipt of the Conversion Notice: (i) promptly issue the maximum number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount allowable without making such HSR Filing as represented by a stock certificate or certificates bearing a customary Securities Act legend; (ii) promptly issue the remainder of Notesthe shares issuable pursuant to such Conversion Notice (the "HSR Excess Shares") as represented by a ----------------- stock certificate or certificates bearing both a customary Securities Act legend and the following legend (the "Non-Voting Legend"): ----------------- "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE NOT ENTITLED TO VOTE IN ELECTIONS FOR DIRECTORS OF ARTESYN TECHNOLOGIES, subject INC." (iii) promptly cooperate with the holder in good faith to adjustment submit such HSR Filing; provided, however, that the Company shall not seek early -------- ------- termination of any waiting period under the HSR Act without the prior written consent of the holder; provided, further, that if the holder so requests, the -------- ------- Company and the holder shall each use all reasonable efforts to obtain early termination of such waiting period, and shall in any case promptly supply the other with any information which may be required in order to effectuate such filings and supply any additional information which may be reasonably required by the FTC or DOJ; (iv) remove the Non-Voting Legend from stock certificates representing such number of HSR Excess Shares as the holder may request from time to time (including with respect to transfers other than to a member of the Purchaser Group); provided, however, that the removal of the Non-Voting Legend -------- ------- from such stock certificates representing HSR Excess Shares would not require the Company and the Holder to each make an HSR Filing; and (v) if the Company or the holder does not receive an approval notice from the DOJ or the FTC pursuant to the HSR Filing submitted pursuant to subparagraph (iii) above within 45 days after filing, promptly pay to the holder, at the same time and holder's request, in cash the same manner as amount equal to (A) the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional HSR Excess Shares multiplied by (B) the Current Market Price per share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess on the date of receipt of the threshold described above. In additionConversion Notice; provided, however, that -------- ------- if in connection with at any conversion time any portion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07this Security would be accounted for as a derivative classified outside of shareholders' equity under GAAP as a result of this subparagraph (v), then such Holder will the holder shall not receive have any rights under this subparagraph (v). The holder of this Security acknowledges and agrees that shares represented by stock certificates bearing the Interest MakeNon-Whole Payment with respect Voting Legend shall not be entitled to such Notesvote in elections for directors of the Company.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder holder of Convertible Subordinated Notes shall have the right, at such Holder’s his or her option, at any time on or before the close of business on the last trading day prior to the Close Maturity Date (except that, (a) with respect to any Convertible Subordinated Note or portion thereof which is called for redemption prior to such date, such right shall terminate, except as provided in the fourth paragraph of Business Section 12.2, at the close of business on the Business Day immediately last trading day preceding the Maturity Datedate fixed for redemption (unless the Company defaults in payment of the redemption price in which case the conversion right will terminate at the close of business on the date such default is cured) and (b) with respect to any Convertible Subordinated Note or portion thereof subject to a duly completed election for repurchase, such right shall terminate on or before the close of business on the Designated Event Offer Termination Date (unless the Company defaults in the payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase)) to convert the Principal Amount principal amount of any Convertible Subordinated Note held by such Holder’s Notesholder, or any portion of such Principal Amount that principal amount which is $1,000 and any 50 or an integral multiple of $1,000 in excess thereof, into that number of fully paid and non-assessable shares of Common Stock (andas such shares shall then be constituted) obtained by dividing the principal amount of the Convertible Subordinated Note or portion thereof to be converted by the Conversion Price in effect at such time, if applicable, cash by surrender of the Convertible Subordinated Note so to be converted in lieu whole or in part in the manner provided in Section 12.2. A holder of Convertible Subordinated Notes is not entitled to any fractional share rights of a holder of Common Stock until such holder of Convertible Subordinated Notes has converted his or her Convertible Subordinated Notes to Common Stock). Notwithstanding anything to the contrary: (i) Notes may be surrendered for conversion , and only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails such Convertible Subordinated Notes are deemed to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes converted to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesthis Article 12.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder the holder of any Note shall have the right, at such Holder’s his option, at any time following the date of original issuance of the Notes and prior to the Close close of Business business on August 7, 2008 (except that, with respect to any Note or portion of a Note that shall be called for redemption, such right shall terminate, except as provided in the fifth paragraph of Section 15.2 and Section 3.4, at the close of business on the last Business Day immediately preceding prior to the Maturity Datedate fixed for redemption of such Note or portion of a Note unless the Company shall default in payment due upon redemption thereof), to convert the Principal Amount principal amount of any such Holder’s NotesNote, or any portion of such Principal Amount that principal amount which is $1,000 and any or an integral multiple of $1,000 in excess thereof, into that number of fully paid and non-assessable shares of Common Stock (and, if applicable, cash in lieu as such shares shall then be constituted) obtained by dividing the principal amount of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes may be Note or portion thereof surrendered for conversion only after by the Open Conversion Price in effect at such time, by surrender of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note so to be converted after in whole or in part in the Close manner provided in Section 15.2. A holder of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls Notes is not entitled to any Note for Redemption pursuant rights of a holder of Common Stock until such holder has converted his Notes to ARTICLE 5Common Stock, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except and only to the extent such Notes are deemed to have been converted to Common Stock under this Article XV. A Note with respect to which a holder has delivered a notice in accordance with Section 16.2 regarding such holder's election to require the Company fails to pay repurchase such holder's Notes following the Redemption Price for such Note occurrence of a Repurchase Event may be converted in accordance with this Agreement; and (iv) Article XV only if such holder withdraws such repurchase notice by delivering a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except written notice of withdrawal to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a close of business on the last Business Day prior to the day fixed for repurchase. If the holder of any Note exercises the right of conversion set forth in connection with a Make-Whole Fundamental Change)this Article XV prior to August 7, 2005, the Company shall make an Interest Make-Whole Payment additional payment in cash to such holder with respect to the converting Notes converted, in an amount (a "Holder Conversion Provisional Payment") equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock $50.00 per each $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notes.Note,

Right to Convert. (a) Subject to and upon compliance with the provisions of this Agreement, each Holder shall have the right, at such Holder’s 's option, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of any such Holder’s Notes, or any portion of such Principal Amount, into shares of Common Stock, provided that any portion of such Principal Amount that a Holder elects to convert is equal to $1,000 and any or an integral multiple of $1,000 in excess thereof. (b) Notwithstanding the foregoing, if a Holder's Note is called for redemption under Article 5, such Holder may surrender such Note for conversion at any time prior to the Close of Business on (i) the Business Day immediately preceding the Redemption Date for such Note or (ii) in the case of a Default by the Company in the payment of the Redemption Price with respect to such Note, the Business Day immediately preceding the day on which such Default is no longer continuing. (c) Provisions of this Agreement that apply to conversion of all of a Note also apply to conversion of a portion of a Note. (d) A Holder of Notes is not entitled to any rights of a holder of shares of Common Stock until such Holder has converted its Notes, and only to extent such Notes are deemed to have been converted into shares of Common Stock pursuant to this Article 7. (ande) At any time (whether concurrently with or at any time prior to the delivery of the relevant Mandatory Conversion Notice by the Company) following the occurrence of the condition set forth in Section 5.01(a), the Company may deliver a notice (a "Mandatory Conversion Notice") to any Holder specifying all or any number of such Holder's Notes that will be subject to a mandatory conversion with a Conversion Date that is deemed to occur on the date specified therein, which specified date shall be at least three Business Days following the date of the Mandatory Conversion Notice (such specified date, or, if applicable, cash in lieu of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that such date is not a Business Day; , the immediately following Business Day, the "Mandatory Conversion Date") (ii) in any such conversion, a "Mandatory Conversion"); provided that no event may any Note be converted after Mandatory Conversation shall occur if there exists an Equity Condition Failure. At or prior to the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Mandatory Conversion Date, except to each such Holder shall satisfy the extent the Company fails to pay the Redemption Price for such Note requirements set forth in accordance with this Agreement; and clauses (ivi) if a Fundamental Change Repurchase Notice is validly delivered pursuant to through (v) of Section 4.04(b7.02(a) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not Notes subject to such notice; (ii) Mandatory Conversion and, upon satisfaction thereof, such notice is withdrawn Notes will be converted in accordance with Section 4.04(e); or (iii) the Company fails to pay provisions of this Agreement and the Fundamental Change Repurchase Price Notes as if, for such Note in accordance with this Agreement. (b) For any purpose, the Mandatory Conversion Date that occurs prior to the Maturity Date (other than or such earlier date on which a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had completes such Notes remained outstanding from requirements) were the Conversion Date through for the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close relevant number of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding Notes subject to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such NotesMandatory Conversion.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder shall have the right, at such Holder’s option, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of any such Holder’s Notes, or any portion of such Principal Amount, into shares of Common Stock, provided that any portion of such Principal Amount that a Holder elects to convert is equal to $1,000 and any or an integral multiple of $1,000 in excess thereof, into shares of Common Stock . (andb) Notwithstanding the foregoing, if applicablea Holder’s Note is called for redemption under Article 5, cash in lieu of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes such Holder may be surrendered surrender such Note for conversion only after the Open of Business and before at any time prior to the Close of Business on a day that is a Business Day; (iii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; Redemption Date for such Note or (iiiii) if in the case of a Default by the Company calls any in the payment of the Redemption Price with respect to such Note, the Business Day immediately preceding the day on which such Default is no longer continuing. If a Holder has already delivered a Fundamental Change Purchase Notice with respect to a Note for Redemption pursuant to ARTICLE 5under Section 8.01, then the such Holder of such Note may not convert such Note after only if such Holder first withdraws the related Fundamental Change Purchase Notice pursuant to Section 8.03. If a Holder has surrendered such ▇▇▇▇▇▇’s Note for required purchase in connection with a Fundamental Change, such Holder’s right to withdraw the related Fundamental Change Purchase Note and convert each Note that is subject thereto will terminate at the Close of Business on (i) the Business Day immediately before preceding the applicable Redemption Date, except to relevant Fundamental Change Purchase Date or (ii) in the extent case of a Default by the Company fails to pay in the Redemption Price for such Note in accordance with this Agreement; and (iv) if a payment of the Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) Purchase Price with respect to any such Note, then the Business Day immediately preceding the day on which such Note may not be converted, except to the extent (i) such Note Default is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreementno longer continuing. (bc) For any Conversion Date Provisions of this Indenture that occurs prior apply to the Maturity Date conversion of all of a Note also apply to conversion of a portion of a Note. (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting d) A Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will is not include the accrued interest entitled to any converting Holder and instead the Company will pay the full amount rights of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number a holder of shares of Common Stock a converting until such Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the has converted its Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 and only to extent such Notes are deemed to have been converted into shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesthis Article 7.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder shall have the right, at such Holder’s option, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of any such Holder’s Notes, or any portion of such Principal Amount, into cash, shares of Common Stock or a combination thereof, at the election of the Company, provided that any portion of such Principal Amount that a Holder elects to convert is equal to $1,000 and any or an integral multiple of $1,000 in excess thereof, into shares of Common Stock thereof (andthe “Conversion Obligation”). b) Notwithstanding the foregoing, if applicablea Holder’s Note is called for redemption under Article 5, cash in lieu of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes such Holder may be surrendered surrender such Note for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may at any Note be converted after time prior to the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if Redemption Date for such Note unless the Company calls any fails to pay the Redemption Price. If a Holder has already delivered a Fundamental Change Purchase Notice with respect to a Note for Redemption pursuant to ARTICLE 5under Section 8.01, then the such Holder of such Note may not convert such Note after only if such Holder first validly withdraws the related Fundamental Change Purchase Notice pursuant to Section 8.03. If a Holder has surrendered such Holder’s Note for purchase in connection with a Fundamental Change, such Holder’s right to withdraw the related Fundamental Change Purchase Note and convert each Note that is subject thereto will terminate at the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole relevant Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Change Purchase Date. The Company shall pay in certain cases increase the Conversion Rate for Holders who elect to convert their notes in connection with the delivery of a Notice of Redemption as set forth under Section 7.07. c) Provisions of this Indenture that apply to conversion of all of a Note also apply to conversion of a portion of a Note. d) A Holder of Notes is not entitled to any Interest Make-Whole Payment by delivering shares rights of Common Stock. The number a holder of shares of Common Stock a converting until such Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the has converted its Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 and only to extent such Notes are deemed to have been converted into shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesthis Article 7.

Right to Convert. (a) Subject to the Company’s right to make a Cash Election and as provided in Section 4.05 and as otherwise hereinafter provided, Holders have the right to convert their Bonds into Shares at any time during the Conversion Period, provided that, except as set forth in Section 3.02(a), the Company may, by giving not less than seven Business Days’ notice to the Trustee, the Conversion Agent, and to the Holders on the Bloomberg site applicable to the Company and the Company’s investor relations website page (which notice must include the date any such suspension will cease), suspend the conversion rights attaching to the Bonds if: (i) at any time in the six months after the Indenture Effective Date, Bonds in an amount greater than 30% of the Initial Principal Amount have been converted into Shares, which suspension shall automatically cease on the date that is six months after the Indenture Effective Date; (ii) at any time in the 18 months after the Indenture Effective Date, Bonds in an amount greater than 70% of Initial Principal Amount have been converted into Shares, which suspension shall automatically cease on the date that is 18 months after the Indenture Effective Date; and (iii) at any time in the 30 months after the Indenture Effective Date, Bonds in an amount greater than 90% of Initial Principal Amount have been converted into Shares, which suspension shall automatically cease on the date that is 30 months after the Indenture Effective Date. Notwithstanding the foregoing, the Company shall be required to comply with and perform all conversions delivered to the Company prior to the effectiveness of the suspension notice contemplated by this paragraph (a). (b) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder shall have the rightConversion Right attaching to any Bond may be exercised, at such Holder’s optionthe option of the holder thereof, at any time on or after the Indenture Effective Date up to the close of business (at the place where the certificate evidencing such Bond is deposited for conversion) on the tenth day prior to the Close Stated Maturity of Business the Bonds (both days inclusive) (but, except as provided in Section 4.01(e), in no event thereafter) or, if such Bond shall have been called for redemption by the Company before the Stated Maturity of the Bonds, then up to the close of business (at the place aforesaid) on the seventh day prior to the date fixed for redemption thereof or if notice requiring redemption has been given by the holder of such Bond pursuant to Section 3.03 or Section 3.04 then up to the close of business (at the place aforesaid) on the Business Day immediately preceding prior to the Maturity giving of such notice (the “Conversion Period”). (c) Subject to and as provided in Section 4.05 and as otherwise hereinafter provided, the number of Shares to be issued on conversion of a Bond will be determined by dividing the principal amount of the Bond to be converted plus any accrued and unpaid Deferred Interest on such Bond by the Conversion Price in effect at the Conversion Date (translated into United States Dollars at the Exchange Rate). A Conversion Right may only be exercised in respect of one or more Bonds. If more than one Bond held by the same holder is converted at any one time by the same holder, the number of Shares to be issued upon such conversion will be calculated on the basis of the aggregate principal amount of the Bonds to be converted. (d) Fractions of Shares will not be issued on conversion and no cash adjustments will be made in respect thereof. However, if the Conversion Right in respect of more than one Bond is exercised at any one time such that Shares to be issued on conversion are to be registered in the same name, the number of such Shares to be issued in respect thereof shall be calculated on the basis of the aggregate principal amount of such Bonds plus any accrued and unpaid Deferred Interest on such Bond being so converted and rounded down to the nearest whole number of Shares. Notwithstanding the foregoing, in the event of a consolidation or re- classification of Shares by operation of law or otherwise occurring after the Indenture Effective Date, which reduces the number of Shares outstanding, the Company will upon the conversion of any Bonds pay to convert the Principal Amount relevant Holder in cash a sum equal to such portion of the principal amount of the Bond or Bonds evidenced by the certificate deposited by such Holder in connection with the exercise of Conversion Rights, aggregated as provided in this Section 4.01(d), as corresponds to any fraction of a Share (translated into United States Dollars at the Exchange Rate) not issued as a result of such Holder’s Notes, consolidation or any portion of such Principal Amount that is $1,000 and any integral multiple of $1,000 in excess thereof, into shares of Common Stock (andre-classification aforesaid, if applicable, cash in lieu of any fractional share of Common Stock)such sum exceeds U.S.$10.00. Notwithstanding anything Any such sum shall be paid not later than three Stock Exchange Business Days after the relevant Trigger Date by transfer to the contrary:registered account of the Holder (as set out in Section 5.01(e)). (ie) Notes may The price at which Shares will be surrendered for issued upon conversion only after will initially be VND40,0001 per Share (the Open of Business and before “Initial Conversion Price”), but will be subject to adjustment in the Close of Business on a day that is a Business Day; manner provided in this Article IV (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note price as adjusted in accordance with this Agreement; andArticle IV, the “Conversion Price”). The conversion ratio (the “Conversion Ratio”) is equal to the United States Dollar principal amount of each Bond plus any accrued and unpaid Deferred Interest on such Bond divided by the then Conversion Price (translated into United States Dollars at the Exchange Rate). (ivf) Notwithstanding the provisions of Section 4.01(a), if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b(a) with the Company shall default in making payment in full in respect to of any Note, then such Note may not be converted, except to Bond which shall have been called or surrendered for redemption on the extent (i) such Note is not subject to such noticedate fixed for redemption thereof; (iib) such notice is withdrawn in accordance with Section 4.04(e)any Bond has become due and payable prior to its Stated Maturity by reason of the occurrence of any Event of Default; or (iiic) any Bond is not redeemed on its Stated Maturity, the Company fails Conversion Right attaching to pay such Bond will revive and/or will continue to be exercisable up to, and including, the Fundamental Change Repurchase Price close of business (at the place where the certificate evidencing such Bond is deposited for such Note in accordance with this Agreement. (bconversion) For any Conversion Date that occurs on the date immediately prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay date upon which the full amount of the relevant interest payment on moneys payable in respect of such Interest Payment Date Bond has been duly received by the Paying Agent or the Trustee and notice of such receipt has been duly given to the Holder Holders and, notwithstanding the provisions of record on such Regular Record Date. In such caseSection 4.01(a), any Bond in respect of which the Interest Make-Whole Payment certificate and Conversion Notice are deposited for conversion prior to such converting Holders will equal date shall be converted on the value of all remaining interest payments, starting with relevant Conversion Date notwithstanding that the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the full amount of the Interest Make-Whole Payment to be paid to moneys payable in respect of such Holder, divided Bond shall have been received by the product of Paying Agent or the Conversion Agent before such Conversion Date or that the Conversion Period may have expired before such Conversion Date. (xg) 97% and (y) If the simple arithmetic average of the Daily VWAP of the shares Volume Weighted Average Price for the one Share (being a Share carrying full entitlement to dividends) for ten (10) consecutive Trading Days (as defined below) ending on and including the Trading Day immediately preceding each Reset Date (each, a “Reset Period”) is less than the Conversion Price in effect on the relevant Reset Date, the Conversion Price shall (subject to Section 4.02) be reset with effect from (and including) the relevant Reset Date in accordance with the following formula: Any adjustment to the Conversion Price pursuant to this Section 4.01(g) shall be limited so that the Conversion Price adjusted in accordance with this Section 4.01(g) shall not be less 1 Note: Subject to adjustment if any conversion price adjustment event specified in Section 4.03 occurs prior to the Indenture Effective Date. Notwithstanding anything herein than the applicable Reset Price Floor (as adjusted to reflect any adjustments required under Section 4.03 which may have occurred prior to the contraryrelevant Reset Date). (h) So long as any Bond remains outstanding, the number Company will not make any offer, issue or distribute or take any action the effect of shares the Company may deliver in connection with a which would be that, on conversion of the NotesBonds, including those delivered Shares would (but for the provisions of Section 4.03) have to be issued at a discount or otherwise could not, under any applicable law then in connection effect, be legally issued as fully paid, provided always that the Company shall not be prohibited from purchasing its Shares to the extent permitted by law. (i) The Company shall give notice to the Holders, the Trustee and the Conversion Agent in accordance with an Interest Make-Whole Payment, will not exceed 813 shares Section 11.02 of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and any change in the same manner Conversion Price (including as the a result of a Conversion Rate as Price reset pursuant to Section 4.01(g)). Any such notice shall set forth under Section 7.04. The Company will not be required the event giving rise to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notesadjustment, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect Price prior to such Notesadjustment, the adjusted Conversion Price and the effective date of such adjustment.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder shall have the right, at such Holder’s option, at any time prior to the Close of Business on the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of any such Holder’s Notes, or any portion of such Principal Amount, into shares of Common Stock, provided that any portion of such Principal Amount that a Holder elects to convert is equal to $1,000 and any or an integral multiple of $1,000 in excess thereof, into shares of Common Stock . (andb) Notwithstanding the foregoing, if applicablea Holder has already delivered a Fundamental Change Purchase Notice with respect to a Note under Section 8.01, cash such Holder may convert such Note only if such Holder first withdraws the related Fundamental Change Purchase Notice pursuant to Section 8.03. If a Holder has surrendered such Holder’s Note for required purchase in lieu of any fractional share of Common Stock). Notwithstanding anything connection with a Fundamental Change, such Holder’s right to withdraw the contrary: (i) Notes may be surrendered for conversion only after the Open of Business related Fundamental Change Purchase Note and before convert each Note that is subject thereto will terminate at the Close of Business on a day that is a Business Day; (iii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; relevant Fundamental Change Purchase Date or (iiiii) if in the case of a Default by the Company calls any Note for Redemption pursuant in the payment of the Fundamental Change Purchase Price with respect to ARTICLE 5such Note, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before preceding the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for day on which such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice Default is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreementno longer continuing. (bc) For any Conversion Date Provisions of this Indenture that occurs prior apply to the Maturity Date conversion of all of a Note also apply to conversion of a portion of a Note. (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting d) A Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will is not include the accrued interest entitled to any converting Holder and instead the Company will pay the full amount rights of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number a holder of shares of Common Stock a converting until such Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the has converted its Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 and only to extent such Notes are deemed to have been converted into shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesthis Article 7.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder holder of Convertible Subordinated Notes shall have the right, at such Holder’s his or her option, at any time on or before the close of business on the last trading day prior to the Close Maturity Date (except that, (a) with respect to any Convertible Subordinated Note or portion thereof which is called for redemption prior to such date, such right shall terminate, except as provided in the fourth paragraph of Business Section 12.02, before the close of business on the Business Day immediately last trading day preceding the Maturity Datedate fixed for redemption (unless the Company defaults in payment of the redemption price in which case the conversion right will terminate at the close of business on the date such default is cured) and (b) with respect to any Convertible Subordinated Note or portion thereof subject to a duly completed election for repurchase, such right shall terminate on or before the close of business on the Designated Event Offer Termination Date or the Related Transactions Offer Termination Date (unless the Company defaults in the payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase)) to convert the Principal Amount principal amount of any Convertible Subordinated Note held by such Holder’s Notesholder, or any portion of such Principal Amount that principal amount which is $1,000 and any or an integral multiple of $1,000 in excess thereof, into that number of fully paid and non-assessable shares of Common Stock (andas such shares shall then be constituted) obtained by dividing the principal amount of the Convertible Subordinated Note or portion thereof to be converted by the Conversion Price in effect at such time, if applicable, cash by surrender of the Convertible Subordinated Note so to be converted in lieu whole or in part in the manner provided in Section 12.02. A holder of Convertible Subordinated Notes is not entitled to any fractional share rights of a holder of Common Stock until such holder of Convertible Subordinated Notes has converted his or her Convertible Subordinated Notes to Common Stock). Notwithstanding anything to the contrary: (i) Notes may be surrendered for conversion , and only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails such Convertible Subordinated Notes are deemed to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes converted to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesthis Article 12.

Right to Convert. Each share of Series A Convertible Preferred Stock shall be convertible, at the option of the respective Holder, from time to time after the Initial Issue Date, and without the payment of additional consideration by the Holder, (a) Subject to and upon compliance with the provisions of this Agreement, each Holder shall have the right, at such Holder’s option, at any time prior to that the Close Closing Price per share of Business on the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of such Holder’s Notes, or any portion of such Principal Amount that is $1,000 and any integral multiple of $1,000 in excess thereof, into shares of Common Stock (and, if applicable, cash in lieu of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the date on which the Holder delivers the relevant Notice of Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per is at least $1,000 principal amount of Notes, 5.50 (subject to adjustment at the same time and in the same manner as the Conversion Rate Price as set forth under provided in Section 7.04. The Company will not be required ‎7.7), unless the Corporation otherwise consents to make any cash payments such conversion in lieu its sole discretion, or (b) in all events from the date of any fractional share Fundamental Change Repurchase Notice or have Redemption Notice until 5:00 p.m. New York City time on the Business Day immediately preceding the later of the effective date of any further obligation to deliver Fundamental Change and the Fundamental Change Repurchase Date or any Redemption Date, as the case may be, into such number of fully paid and non-assessable shares of Common Stock or pay any cash in excess as is determined by dividing (i) the applicable Accrued Value as of the threshold described aboveConversion Date by (ii) the applicable Conversion Price in effect as of the Conversion Date. The “Conversion Price” shall initially be equal to $3.5952. The rate at which shares of Series A Convertible Preferred Stock may be converted into shares of Common Stock shall be subject to adjustment as provided in this Section ‎7. In addition, if in connection with the event any conversion shares of NotesSeries A Convertible Preferred Stock are to be repurchased by the Corporation pursuant to Section 9.1 or redeemed by the Corporation pursuant to Section 10.1, the Conversion Rate Rights of the shares designated for repurchase or redemption shall terminate at the close of business on the second Business Day immediately preceding the relevant Fundamental Change Repurchase Date or Redemption Date, unless the applicable Fundamental Change Repurchase Price or Redemption Price is adjusted not paid in full on such Fundamental Change Repurchase Date or Redemption Date, as the case may be (including by way of deposit of funds in trust pursuant to Section 7.07‎9.4 or Section ‎10.3, then as applicable), in which case the Conversion Rights for such Holder will not receive the Interest Make-Whole Payment with respect to shares shall continue until such Notesprice is paid in full.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder holder of Convertible Notes shall have the right, at such Holder’s his or her option, at any time on or before the close of business on the last Trading Day prior to the Close of Business on the Business Day immediately preceding the Maturity Date, Date to convert the Principal Amount principal amount of any Convertible Note held by such Holder’s Notesholder, or any portion of such Principal Amount that principal amount which is $1,000 and any or an integral multiple of $1,000 in excess thereof, into that number of fully paid and non-assessable shares of Common Stock (andas such shares shall then be constituted) obtained by dividing the principal amount of the Convertible Note or portion thereof to be converted by the Conversion Price in effect at such time, by surrender of the Convertible Note so to be converted in whole or in part in the manner provided in Section 14.2, if applicable, cash in lieu at least one of any fractional share the following conditions is satisfied on the Conversion Date irrespective of Common Stock). Notwithstanding anything to whether the contraryConvertible Notes may otherwise be convertible on such date: (ia) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on during a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) Conversion Period if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Sale Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock for at least 20 Trading Days in a converting Holder will receive will be the number period of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) 30 consecutive Trading Days ending on and including the last Trading Day immediately preceding such Conversion Period equals or exceeds 120% of the Conversion Date. Notwithstanding anything herein Price in effect at such time; (b) during any period in which (i) the long-term credit rating assigned to the contraryConvertible Notes by ▇▇▇▇▇'▇ Investors Service, Inc., or any successor thereto ("▇▇▇▇▇'▇"), is lower than Ba2 and the number of shares long-term credit rating assigned to the Convertible Notes by Standard & Poor's Ratings Services, or any successor thereto ("Standard & Poor's"), is lower than BB, (ii) both Moody's and Standard & Poor's no longer rate the Convertible Notes or have withdrawn their ratings with respect to the Convertible Notes, or (iii) either ▇▇▇▇▇'▇ or Standard & Poor's no longer rate the Convertible Notes or have withdrawn or suspended such rating and the remaining rating is lower than Ba2 or BB, as applicable; (c) at any time following the date the Company may deliver in connection with a conversion gives notice of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted redemption pursuant to Section 7.073.3 and prior to the close of business on the second business day immediately prior to the Redemption Date, then if such Holder will not receive Convertible Note has been called for redemption pursuant to Article 3 hereof; (d) during the Interest Make-Whole Payment with respect to five business day period after any five consecutive Trading Day period in which the Trading Price of the Convertible Notes for each Trading Day within that period is less than 95% of the Conversion Value of the Convertible Notes during that period; provided, however, that no Convertible Notes may be converted based on the satisfaction of this condition if on any day during such Notes.five consecutive Trading Day period, the Sale Price of the Common 56

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder the holder of any Note shall have the right, at the option of such Holder’s optionholder, at any time prior to the Close close of Business business on October 14, 2008 (except that, with respect to any Note or portion of a Note that shall be called for redemption or delivered for repurchase, such right shall terminate at the close of business one Business Day immediately preceding the Maturity Date, date fixed for redemption or repurchase of such Note or portion of a Note unless the Company shall default in payment due upon redemption or repurchase thereof) to convert the Principal Amount principal amount of any such Holder’s NotesNote, or any portion of such Principal Amount principal amount that is $1,000 and any or an integral multiple of $1,000 in excess thereof, into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the aggregate principal amount of the Notes or portion thereof surrendered for conversion by the Conversion Price in effect at such time rounded to the nearest 1/100,000th of a share (with 0.000005 being rolled upward) as such amount shall be certified by the Company as provided in an Officers' Certificate, by following the procedures specified in Section 14.2. A Note (or portion thereof) in respect of which a holder is exercising its option to require repurchase upon a change of control pursuant to Section 3.5 of this Indenture, may only be converted if such holder withdraws its election to exercise said redemption option in accordance with the terms of this Indenture. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted such holder's Notes to Common Stock and only to the extent such Notes are deemed to have been converted to Common Stock under this Article XIV. (b) In the event a Noteholder desires to convert all, or any portion, of its Notes into shares of Common Stock (and, if applicable, cash in lieu of any fractional share of Common Stock). Notwithstanding anything to or other securities into which the contrary: (iNotes are then convertible) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may does not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if have authorized a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The sufficient number of shares of Common Stock a converting Holder will receive will be (or other securities into which the number Notes are then convertible) for such conversion, then in lieu of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 delivering shares of Common Stock per $1,000 principal amount (or other securities into which the Notes are then convertible) upon conversion pursuant to 14.1(a) of that portion of such holder's Notes for which there is an insufficient number of shares of Common Stock (or other securities into which the Notes are then convertible) (the "Cash Equivalent Notes"), subject the Company shall pay to adjustment at the same time and in holder converting the same manner as Cash Equivalent Notes who properly exercises the Conversion Rate conversion privilege, as set forth under in Section 7.04. The 14.2, an amount, as calculated by the Company will not be required and certified to make the Trustee in an 49 Officers' Certificate of the Company, in cash equal to the Market Cash Conversion Price of the shares of Common Stock into which such Cash Equivalent Notes are then convertible. (c) In the event that the Company directs the Trustee to pay cash upon any cash payments conversion in lieu of any fractional share or have any further obligation to deliver any delivering shares of Common Stock or pay any cash in excess other securities, as the case may be, the Company shall deliver to the Trustee written notice of such direction not later than the close of business on the first Trading Day after the date of receipt by the Trustee of the threshold described above. In addition, if in connection with any notice of conversion of Notes, the Conversion Rate is adjusted delivered by such holder pursuant to Section 7.0714.2, then and the Trustee shall notify by facsimile the contact person specified in the holder's conversion notice of such Holder election by the Company to such holder. In such event, notwithstanding any other provisions in this Article XIV, in lieu of delivering Common Stock upon conversion of such Notes surrendered in accordance with Section 14.2, the Company shall pay or direct the Trustee to pay the holder surrendering such securities an amount in cash equal to the Market Cash Conversion Price of the shares of Common Stock, plus any cash and other property theretofore apportioned to such shares of Common Stock in accordance with Section 14.2. Prior to or concurrently with such cash payment, the Company will not receive provide the Interest Make-Whole Payment Trustee with an Officers' Certificate setting forth the Market Cash Conversion Price and will deposit with the paying agent the cash so payable. The Trustee shall have no obligation or liability with respect to such Notesthe calculation of the Market Cash Conversion Price.

Right to Convert. (a) Subject to and upon compliance with the provisions of procedures for conversion set forth in this AgreementArticle 11, each a Holder shall have the rightmay, at such Holder’s its option, at any time prior to the Close convert all of Business on the Business Day immediately preceding the Maturity Date, to convert the Principal Amount of such Holder’s its Notes, or any portion of such its Notes having an Original Principal Amount that is equal to $1,000 and any or an integral multiple of $1,000 in excess thereof, into shares thereof at any time from the Issue Date until the close of Common Stock (and, if applicable, cash in lieu business on the earliest of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) the fifth Business Day following the date of an Issuer’s Conversion Notice for such Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; or portions thereof delivered in accordance with Section 11.09, (ii) if such Notes or portions thereof are called for redemption in no event may any Note be converted after the Close of Business on accordance with Section 6.01, the Business Day immediately preceding the Maturity applicable Redemption Date; , and (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then second Business Day immediately preceding the Holder of such Note Stated Maturity. Notes may not convert such Note be converted after the Close fifth Business Day following the date of Business on an Issuer’s Conversion Notice, the Business Day immediately before preceding the applicable Redemption Date, except to or the extent close of business on the Company fails to pay second Business Day immediately preceding the Redemption Price for such Note in accordance with this Agreement; and (iv) if Stated Maturity, as applicable. In addition, upon a Fundamental Change Repurchase Notice is validly delivered conversion pursuant to this Section 4.04(b) 11.01(a), a Holder shall have the right to receive in cash, with respect to any Note, then such Note may not be its Notes being converted, except to per $1,000 Original Principal Amount of Notes, (x) in the extent (i) event such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that conversion occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change)October 1, 2018, the Company shall make an Interest Coupon Make-Whole Payment and (y) in all cases, accrued and unpaid interest to but excluding the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the applicable Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”)Date. If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest The Coupon Make-Whole Payment will not include be made in cash concurrently with the accrued interest to any converting Holder and instead the Company will pay the full amount settlement of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the NotesNotes pursuant to Section 11.01(d). For the avoidance of doubt, including those delivered in connection the event of a conversion pursuant to this Section 11.01(a) with an Interest a Conversion Date that occurs on or after October 1, 2018, Holders shall not be entitled to receive the Coupon Make-Whole Payment. All references herein to a conversion of Notes refer to conversion of the Original Principal Amount thereof, will not exceed 813 shares and, for the avoidance of Common Stock per $1,000 principal doubt, the amount of Notes, subject to adjustment at consideration deliverable upon conversion of the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will Notes shall not be required to make any cash payments in lieu affected by accretion of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted Accreted Principal Amount pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notes3.10.

Right to Convert. (a) Subject to and upon compliance with the ---------------- provisions of this AgreementIndenture, each Holder holder of Convertible Subordinated Notes shall have the right, at such Holder’s his or her option, at any time after the date 60 days following the last Issue Date of the Notes and prior to the Close close of Business business on the Business Day immediately preceding last trading day prior to the Maturity Date (except that, with respect to any Convertible Subordinated Note or portion of a Convertible Subordinated Note which is called for redemption, such right shall terminate, except as provided in the fourth paragraph of Section 12.2, at the close of business on the last trading day prior to the date fixed for redemption of such Convertible Subordinated Note or portion of a Convertible Subordinated Note unless the Company defaults in the payment due upon redemption thereof and such right shall terminate with respect to any Convertible Subordinated Note or portion thereof subject to a duly completed election for repurchase unless the Company defaults in the payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase on or prior to the close of business on the Change of Control Purchase Date, ) to convert the Principal Amount principal amount of any Convertible Subordinated Note held by such Holder’s Notesholder, or any portion of such Principal Amount that principal amount which is $1,000 and any or an integral multiple of $1,000 in excess thereof, into that number of fully paid and non assessable shares of Common Stock (and, if applicable, cash in lieu as such shares shall then be constituted) obtained by dividing the principal amount of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes may be Convertible Subordinated Note or portion thereof surrendered for conversion only after by the Open Conversion Price in effect at such time, by surrender of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Convertible Subordinated Note so to be converted after in whole or in part in the Close manner provided in Section 12.2. A holder of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls Convertible Subordinated Notes is not entitled to any Note for Redemption pursuant rights of a holder of Common Stock until such holder of Convertible Subordinated Notes has converted his or her Convertible Subordinated Notes to ARTICLE 5Common Stock, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except and only to the extent the Company fails such Convertible Subordinated Notes are deemed to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes converted to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesthis Article 12.

Right to Convert. (a1) Subject to and upon compliance with the provisions The holder of this Agreement, each Holder shall have the right, at such Holder’s option, Security is entitled at any time and from time to time before the close of business on the Maturity Date (or, in case this Security is called for redemption or the holder hereof has exercised its right to require the Company to repurchase this Security or a portion hereof pursuant to Section 3 hereof, then in respect of this Security or such portion hereof, as the case may be, until and including, but (unless the Company defaults in making the payment due upon redemption or repurchase) not after, 12:00 p.m., New York City time, on the Redemption Date or the Repurchase Date, as the case may be), to convert all or any portion of the principal amount of this Security (in an amount no less than $1,000,000) into that number of fully paid and nonassessable shares of Common Stock of the Company equal to (i) the amount of principal to be so converted divided by (ii) $11.00 (or such price as adjusted if an adjustment has been made as provided below in this Section 2, the "Conversion Price"), by surrender of this Security, duly endorsed or ---------------- assigned to the Company or in blank to the Company at the Designated Office, accompanied by written notice to the Company (the "Conversion Notice") that the ----------------- holder hereof irrevocably elects to convert this Security (or if less than the entire principal amount hereof is to be converted, specifying the portion hereof to be converted). Notwithstanding the foregoing, unless the holder of this Security notifies the Company to the contrary, such holder shall be deemed for all purposes to have converted this Security, subject only to surrender of this Security against delivery of the Common Stock and cash payable for fractional shares issuable upon such conversion (which surrender may take place before or after the date of such deemed conversion, without affecting the validity thereof), (A) immediately prior to the Close close of Business business on the Business Day Redemption Date, if this Security is redeemed pursuant to Section 1 hereof, or (B) immediately preceding prior to the close of business on the Maturity Date, in each case, if the Closing Price of the Common Stock on the immediately preceding Trading Day exceeds 115% of the Conversion Price. (2) Within 30 days after surrender of this Security for conversion, the holder will be entitled to convert payment in cash of the Principal Amount interest accruing on the principal amount of this Security then being converted and unpaid to such Holder’s Notesdate of conversion. (3) Subject to the adjustments to the Conversion Price as provided in this Section 2, no payment or adjustment is to be made on conversion for dividends on the Common Stock issued on conversion hereof. (4) Notwithstanding any portion other provision of this Security, the Company shall, if the holder so elects, deliver the Common Stock issuable upon conversion of this Security to any third party designated by the holder. (5) If any of the foregoing provisions of this Section 2(a) are inconsistent with applicable law, such Principal Amount that is $1,000 and any integral multiple law shall govern. (6) Notwithstanding anything to the contrary stated herein, if an event occurs or circumstances exist that, assuming issuance of $1,000 in excess thereof, into the full number of shares of Common Stock issuable upon conversion of this Security (andin whole or in part) in accordance with this Section 2, if applicablewould result in a violation of Nasdaq Marketplace Rule 4350 (or any similar applicable rule), cash in lieu then upon receipt of any fractional share of Common Stock). Notwithstanding anything to a Conversion Notice, the contraryCompany shall: (i) Notes may be surrendered for conversion only after promptly issue the Open maximum number of Business and before the Close shares of Business on a day that is a Business DayCommon Stock allowable without resulting in such violation; (ii) promptly take all action necessary in no event may any Note be converted accordance with applicable law and the Company's certificate of incorporation and bylaws to hold and convene a meeting of the Company's shareholders (but not later than 45 days after the Close date of Business on receipt of the Business Day immediately preceding Conversion Notice) and the Maturity DateCompany and its Board of Directors shall not postpone or adjourn such meeting, and the Company and its Board of Directors shall take all other actions necessary or advisable, to secure the vote or consent of the shareholders to approve the issuance in full of the shares of Common Stock issuable upon conversion of this Security; (iii) if necessary shareholder approval or consent has been received, promptly issue the Company calls any Note for Redemption pursuant to ARTICLE 5, then remaining shares issuable under the Holder of such Note may not convert such Note after Conversion Notice (the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement"NASD Excess Shares"); andand ------------------ (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may necessary shareholder approval or consent has not be converted, except to been received and the extent (i) such Note is not subject to such notice; meeting described in subparagraph (ii) such notice is withdrawn above has been convened, promptly pay to the holder in accordance with Section 4.04(e); or cash the amount equal to (iiiA) the Company fails to pay NASD Excess Shares multiplied by (B) the Fundamental Change Repurchase Current Market Price for such Note in accordance with this Agreementper share of Common Stock on the date of receipt of the Conversion Notice. (b7) For any Conversion Date that occurs prior Notwithstanding anything to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change)contrary contained herein, the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum if issuance of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be issuable upon conversion of this Security (in whole or in part) in accordance with this Section 2 would require the Company and the holder to each make an HSR Filing and file related material with the FTC and DOJ under the HSR Act, the Company shall, upon receipt of the Conversion Notice: (i) promptly issue the maximum number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount allowable without making such HSR Filing as represented by a stock certificate or certificates bearing a customary Securities Act legend; (ii) promptly issue the remainder of Notesthe shares issuable pursuant to such Conversion Notice (the "HSR Excess Shares") as represented by a ----------------- stock certificate or certificates bearing both a customary Securities Act legend and the following legend (the "Non-Voting Legend"): ----------------- BY ITS RECEIPT AND ACCEPTANCE OF DELIVERY HEREOF, subject THE HOLDER AGREES AND ACKNOWLEDGES THAT THE SHARES REPRESENTED BY THIS CERTIFICATE WILL NOT BE VOTED IN ELECTIONS FOR DIRECTORS OF ARTESYN TECHNOLOGIES, INC. AND ARE SUBJECT TO THE TERMS OF THE 3.0% CONVERTIBLE NOTE ISSUED BY ARTESYN TECHNOLOGIES, INC. ON JANUARY 15, 2002 OR ANY NOTE(S) ISSUED IN CONNECTION WITH THE TRANSFER OR REPLACEMENT THEREOF (INCLUDING THE GOVERNING LAW PROVISIONS THEREIN). (iii) promptly cooperate with the holder in good faith to adjustment submit such HSR Filing; provided, however, that the Company shall not seek early -------- ------- termination of any waiting period under the HSR Act without the prior written consent of the holder; provided, further, that if the holder so requests, the -------- ------- Company and the holder shall each use all reasonable efforts to obtain early termination of such waiting period, and shall in any case promptly supply the other with any information which may be required in order to effectuate such filings and supply any additional information which may be reasonably required by the FTC or DOJ; (iv) remove the Non-Voting Legend from stock certificates representing such number of HSR Excess Shares as the holder may request from time to time (including with respect to transfers other than to a member of the Purchaser Group); provided, however, that the removal of the Non-Voting Legend -------- ------- from such stock certificates representing HSR Excess Shares would not require the Company and the Holder to each make an HSR Filing; and provided, further, -------- ------- that upon the removal of the Non-Voting Legend in accordance with this subsection (iv), the HSR Excess Shares shall no longer be HSR Excess Shares for purposes of the last paragraph of this Section 2(a)(7); and (v) if the Company or the holder does not obtain expiration or notice of termination of the waiting period under the HSR Act from the DOJ or the FTC pursuant to the HSR Filing submitted pursuant to subparagraph (iii) above within 45 days after filing, promptly pay to the holder, at the same time and holder's request, in cash the same manner as amount equal to (A) the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional HSR Excess Shares multiplied by (B) the Current Market Price per share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess on the date of receipt of the threshold described aboveConversion Notice; provided, however, that if at any time any portion of this -------- ------- Security would be accounted for as a derivative classified outside of shareholders' equity under GAAP as a result of this subparagraph (v), then the holder shall not have any rights under this subparagraph (v). By its receipt and acceptance of this Security, the holder agrees that it will not vote the HSR Excess Shares in elections for directors of the Company. In additionthe event that the holder attempts to vote such shares, if whether in connection with person or by proxy, in violation of this agreement, the holder acknowledges and agrees that the Company shall have no obligation to recognize or record any such votes. Receipt by the Company of the holder's acknowledgment of receipt of this Security shall constitute written acknowledgment and agreement to be bound by the contractual obligations of this Section 2(a)(7). This provision shall survive any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesthis Security.

Right to Convert. ‌ (a) Subject Upon and subject to and upon compliance with the provisions and conditions of this AgreementArticle 4 and other provisions hereof, the Holder of each Holder Debenture shall have the right, right at such Holder’s option, option at any time prior to the Close close of Business business on the earlier of: (i) the sixth Business Day immediately preceding the Maturity DateDate of the Debentures (the “Time of Expiry” in respect of the Debentures), and (ii) the date fixed for redemption pursuant to Section 3.1, to convert the Principal Amount of such Holder’s Notesany part, or any portion of such Principal Amount that is being $1,000 and any or an integral multiple of $1,000 in excess thereof, of the principal amount of a Debenture into shares of Common Stock (and, if applicable, cash Shares at the Conversion Price in lieu of any fractional share of Common Stock). Notwithstanding anything to the contrary: (i) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business effect on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder Date of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this AgreementConversion. (b) For Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the Holder becomes a Holder of Common Shares in accordance with Article 4. No fractional Common Shares will be issued, any Conversion Date fraction of a Common Share that occurs prior would otherwise be issued will be rounded down to the Maturity Date (nearest whole number. The Conversion Price applicable to, and the Common Shares, securities or other than a property receivable on the conversion in connection with a Make-Whole Fundamental Change)of, the Company shall make an Interest Make-Whole Payment Debentures is subject to adjustment pursuant to the provisions of Section 4.5. (c) Holders converting Holder equal Debentures will receive, in addition to the sum applicable number of Common Shares, accrued and unpaid interest in respect of the remaining scheduled payments Debentures surrendered for conversion up to but excluding the Date of interest that would have been made on Conversion from, and including, the Notes to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the most recent Interest Payment Date corresponding to such Regular Record Datein accordance with Section 4.4(e). (d) Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Interest Make-Whole Payment will not include the accrued interest Person or persons entitled to any converting Holder and instead the Company will pay the full amount receive Common Shares in respect of the relevant interest payment on Debenture so surrendered for conversion shall not become the Holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notes.

Right to Convert. (a) Subject to and upon compliance with the provisions of this AgreementIndenture, each Holder holder of Convertible Notes shall have the right, at such Holder’s his or her option, at any time on or before the close of business on the last Trading Day prior to the Close Maturity Date (except that, (a) with respect to any Convertible Note or portion thereof which is called for redemption prior to such date, such right shall terminate, except as provided in the fourth paragraph of Business Section 12.02, at the close of business on the Business last Trading Day immediately preceding the Maturity Datedate fixed for redemption (unless the Company defaults in payment of the Redemption Price in which case the conversion right will terminate at the close of business on the date such default is cured) and (b) with respect to any Convertible Note or portion thereof subject to a duly completed election for repurchase, such right shall terminate at the close of business on the Designated Event Offer Termination Date (unless the Company defaults in the payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase in accordance with section 4.06)) to convert the Principal Amount principal amount of any Convertible Note held by such Holder’s Notesholder, or any portion of such Principal Amount that principal amount which is $1,000 and any or an integral multiple of $1,000 in excess thereof, into that number of fully paid and non-assessable shares of Common Stock (andas such shares shall then be constituted) obtained by dividing the principal amount of the Convertible Note or portion thereof to be converted by the Conversion Price in effect at such time, if applicable, cash by surrender of the Convertible Note so to be converted in lieu whole or in part in the manner provided in Section 12.02. A holder of Convertible Notes is not entitled to any fractional share rights of a holder of Common Stock until such holder of Convertible Notes has converted his or her Convertible Notes to Common Stock). Notwithstanding anything to the contrary: (i) Notes may be surrendered for conversion , and then only after the Open of Business and before the Close of Business on a day that is a Business Day; (ii) in no event may any Note be converted after the Close of Business on the Business Day immediately preceding the Maturity Date; (iii) if the Company calls any Note for Redemption pursuant to ARTICLE 5, then the Holder of such Note may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the extent the Company fails such Convertible Notes are deemed to pay the Redemption Price for such Note in accordance with this Agreement; and (iv) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.04(b) with respect to any Note, then such Note may not be converted, except to the extent (i) such Note is not subject to such notice; (ii) such notice is withdrawn in accordance with Section 4.04(e); or (iii) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Agreement. (b) For any Conversion Date that occurs prior to the Maturity Date (other than a conversion in connection with a Make-Whole Fundamental Change), the Company shall make an Interest Make-Whole Payment to the converting Holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes converted to be converted had such Notes remained outstanding from the Conversion Date through the Maturity Date (the “Interest Make-Whole Payment”). If a Conversion Date occurs after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Interest Make-Whole Payment will not include the accrued interest to any converting Holder and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Maturity Date. The Company shall pay any Interest Make-Whole Payment by delivering shares of Common Stock. The number of shares of Common Stock a converting Holder will receive will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid to such Holder, divided by the product of (x) 97% and (y) the simple average of the Daily VWAP of the shares for the ten (10) consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. Notwithstanding anything herein to the contrary, the number of shares the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an Interest Make-Whole Payment, will not exceed 813 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the Conversion Rate as set forth under Section 7.04. The Company will not be required to make any cash payments in lieu of any fractional share or have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion of Notes, the Conversion Rate is adjusted pursuant to Section 7.07, then such Holder will not receive the Interest Make-Whole Payment with respect to such Notesthis Article XII.