Common use of Additional Amount Upon Conversion Clause in Contracts

Additional Amount Upon Conversion. (a) Subject to paragraph (d) below, in addition to the consideration received pursuant to Section 6.03, Holders will receive an additional amount upon conversion of $300 per $1,000 principal amount of converted Securities (the “Additional Amount”). The Additional Amount shall be calculated in accordance with the foregoing as determined in good faith by the Company. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 6.07. The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 6.07. (b) The Additional Amount will initially be paid in shares of the Common Stock, with such common stock valued, (i) for conversions at the Holder’s option, at a price per share equal to 90% of the lesser of (A) the average of the daily VWAP for the 10 Trading Days ending on and including the Trading Day prior to the Conversion Date and (B) the daily VWAP on the Trading Day prior to the Conversion Date (the “Trailing Pricing Mechanism”), and (ii) for conversions at the option of the Company, at a price per share equal to the average of the daily VWAP for the 10 Trading Days beginning two Trading Days following the date of the Company Conversion Notice (the “Subsequent Pricing Mechanism”). Notwithstanding the foregoing, in no event will the per share value used to calculate the number of shares issuable in connection with the Additional Amount be less than $3.00, subject to a proportionate inverse adjustment in the event of any adjustment to the Conversion Rate pursuant to Section 6.04. (c) For conversions at the Holder’s option, the Company may, at its option, elect to pay the Additional Amount in cash or, following any such election to pay in cash, in shares of Common Stock by delivering a notice to Holders that shall state that the Company intends to pay the Additional Amount in cash or in shares of Common Stock in accordance with Section 6.07(b), as the case may be. Such election by the Company shall be subject to 11 Trading Days having elapsed following notice of any election to pay in cash, or following any such cash election, notice of any election to pay in shares of Common Stock. For conversions at the option of the Company, the Company may, at its option, elect to pay the Additional Amount in cash by delivering notice of such election in the Company Conversion Notice. The Company may only pay the Additional Amount in cash after the 2015 Notes and the 2017 Notes are no longer outstanding. (d) At any time after the one year anniversary of the Issue Date, the Company may, at its option, terminate the Holders’ right to receive the Additional Amount upon conversion. If the Company elects to terminate the right to receive the Additional Amount, the Company shall provide notice of such election 20 Trading Days prior to the termination date, which notice can be given prior to the one year anniversary of the Issue Date.

Additional Amount Upon Conversion. (a) Subject to paragraph (d) below, in addition to the consideration received pursuant to Section 6.03, Holders will receive an additional amount upon conversion of $300 per $1,000 principal amount of converted Securities (the “Additional Amount”). The Additional Amount shall be calculated in accordance with the foregoing as determined in good faith by the Company. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 6.07. The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 6.07. (b) The Additional Amount will initially be paid in shares of the Common Stock, with such common stock valued, (i) for conversions at the Holder’s option, at a price per share equal to 90% of the lesser of (A) the average of the daily VWAP for the 10 Trading Days ending on and including the Trading Day prior to the Conversion Date and (B) the daily VWAP on the Trading Day prior to the Conversion Date (the “Trailing Pricing Mechanism”), and (ii) for conversions at the option of the Company, at a price per share equal to the average of the daily VWAP for the 10 Trading Days beginning two Trading Days following the date of the Company Conversion Notice (the “Subsequent Pricing Mechanism”). Notwithstanding the foregoing, in no event will the per share value used to calculate the number of shares issuable in connection with the Additional Amount be less than $3.00, subject to a proportionate inverse adjustment in the event of any adjustment to the Conversion Rate pursuant to Section 6.04. (c) For conversions at the Holder’s option, the Company may, at its option, elect to pay the Additional Amount in cash or, following any such election to pay in cash, in shares of Common Stock by delivering a notice to Holders that shall state that the Company intends to pay the Additional Amount in cash or in shares of Common Stock in accordance with Section 6.07(b), as the case may be. Such election by the Company shall be subject to 11 Trading Days having elapsed following notice of any election to pay in cash, or following any such cash election, notice of any election to pay in shares of Common Stock. For conversions at the option of the Company, the Company may, at its option, elect to pay the Additional Amount in cash by delivering notice of such election in the Company Conversion Notice. [The Company may only pay the Additional Amount in cash after the 2015 Notes and the 2017 Notes are no longer outstanding.] 14 (d) [Notwithstanding anything to the contrary contained herein, upon any conversion the Company will only pay the Additional Amount in shares of Common Stock to the extent that, at the time of such conversion, it has a sufficient number of authorized and unissued shares that have not been reserved for other purposes to satisfy the Additional Amount in full. If the Company does not then have a sufficient number of such shares, the Company will pay the Additional Amount in cash.]15 (e) At any time after the one year anniversary of the Issue Date, the Company may, at its option, terminate the Holders’ right to receive the Additional Amount upon conversion. If the Company elects to terminate the right to receive the Additional Amount, the Company shall 14 This portion is to be included only if stockholder approval to increase the Company’s authorized shares of Common Stock is obtained. 15 This portion is to be included only if stockholder approval to increase the Company’s authorized shares of Common Stock is not obtained. provide notice of such election 20 Trading Days prior to the termination date, which notice can be given prior to the one year anniversary of the Issue Date.

Additional Amount Upon Conversion. (a) Subject to paragraph (d) below, in addition to the consideration received pursuant to Section 6.03, Holders will receive an additional amount upon conversion of $300 per $1,000 principal amount of converted Securities (the “Additional Amount”). The Additional Amount shall be calculated in accordance with the foregoing as determined in good faith by the Company. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 6.07. The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 6.07. (b) The Additional Amount will initially be paid in shares of the Common Stock, with such common stock valued, (i) for conversions at the Holder’s option, at a price per share equal to 90% of the lesser of (A) the average of the daily VWAP for the 10 Trading Days ending on and including the Trading Day prior to the Conversion Date and (B) the daily VWAP on the Trading Day prior to the Conversion Date (the “Trailing Pricing Mechanism”), and (ii) for conversions at the option of the Company, at a price per share equal to the average of the daily VWAP for the 10 Trading Days beginning two Trading Days following the date of the Company Conversion Notice (the “Subsequent Pricing Mechanism”). Notwithstanding the foregoing, in no event will the per share value used to calculate the number of shares issuable in connection with the Additional Amount be less than $3.00, subject to a proportionate inverse adjustment in the event of any adjustment to the Conversion Rate pursuant to Section 6.04. (c) For conversions at the Holder’s option, the Company may, at its option, elect to pay the Additional Amount in cash or, following any such election to pay in cash, in shares of Common Stock by delivering a notice to Holders that shall state that the Company intends to pay the Additional Amount in cash or in shares of Common Stock in accordance with Section 6.07(b), as the case may be. Such election by the Company shall be subject to 11 Trading Days having elapsed following notice of any election to pay in cash, or following any such cash election, notice of any election to pay in shares of Common Stock. For conversions at the option of the Company, the Company may, at its option, elect to pay the Additional Amount in cash by delivering notice of such election in the Company Conversion Notice. [The Company may only pay the Additional Amount in cash after the 2015 Notes and the 2017 Notes are no longer outstanding.] 13 (d) [Notwithstanding anything to the contrary contained herein, upon any conversion the Company will only pay the Additional Amount in shares of Common Stock to the extent that, at the time of such conversion, it has a sufficient number of authorized and unissued shares that have not been reserved for other purposes to satisfy the Additional Amount in full. If the Company does not then have a sufficient number of such shares, the Company will pay the Additional Amount in cash.]14 (e) At any time after the one year anniversary of the Issue Date, the Company may, at its option, terminate the Holders’ right to receive the Additional Amount upon conversion. If the Company elects to terminate the right to receive the Additional Amount, the Company shall 13 This portion is to be included only if stockholder approval to increase the Company’s authorized shares of Common Stock is obtained. 14 This portion is to be included only if stockholder approval to increase the Company’s authorized shares of Common Stock is not obtained. provide notice of such election 20 Trading Days prior to the termination date, which notice can be given prior to the one year anniversary of the Issue Date.

Additional Amount Upon Conversion. (a) Subject to paragraph (d) below, in addition to the consideration received pursuant to Section 6.03, Holders will receive an additional amount upon conversion of $300 per $1,000 principal amount of converted Securities (the “Additional Amount”). The Additional Amount shall be calculated in accordance with the foregoing as determined in good faith by the Company. Prior to or concurrently with such payment, the Company will provide the Trustee with an Officers’ Certificate setting forth the calculation of the payment required by this Section 6.07. The Trustee shall have no obligation or liability with respect to the calculation of the payments required by this Section 6.07. (b) The Additional Amount will initially be paid in shares of the Common Stock, with such common stock valued, (i) for conversions at the Holder’s option, at a price per share equal to 90% of the lesser of (A) the average of the daily VWAP for the 10 Trading Days ending on and including the Trading Day prior to the Conversion Date and (B) the daily VWAP on the Trading Day prior to the Conversion Date (the “Trailing Pricing Mechanism”), and (ii) for conversions at the option of the Company, at a price per share equal to the average of the daily VWAP for the 10 Trading Days beginning two Trading Days following the date of the Company Conversion Notice (the “Subsequent Pricing Mechanism”). Notwithstanding the foregoing, in no event will the per share value used to calculate the number of shares issuable in connection with the Additional Amount be less than $3.00, subject to a proportionate inverse adjustment in the event of any adjustment to the Conversion Rate pursuant to Section 6.04. (c) For conversions at the Holder’s option, the Company may, at its option, elect to pay the Additional Amount in cash or, following any such election to pay in cash, in shares of Common Stock by delivering a notice to Holders that shall state that the Company intends to pay the Additional Amount in cash or in shares of Common Stock in accordance with Section 6.07(b), as the case may be. Such election by the Company shall be subject to 11 Trading Days having elapsed following notice of any election to pay in cash, or following any such cash election, notice of any election to pay in shares of Common Stock. For conversions at the option of the Company, the Company may, at its option, elect to pay the Additional Amount in cash by delivering notice of such election in the Company Conversion Notice. The Company may only pay the Additional Amount in cash after the 2015 Notes and the 2017 Notes are no longer outstanding. (d) At any time after the one year anniversary of the Issue Date, the Company may, at its option, terminate the Holders’ right to receive the Additional Amount upon conversion. If the Company elects to terminate the right to receive the Additional Amount, the Company shall provide notice of such election 20 Trading Days prior to the termination date, which notice can be given prior to the one year anniversary of the Issue Date.