Common use of Automatic Conversion of Shares; Conversion Dates; Per Share Conversion Price Clause in Contracts

Automatic Conversion of Shares; Conversion Dates; Per Share Conversion Price. (a) Each of the Company and Purchaser agrees that, (i) on each of the Initial Closing Date and the Subsequent Closing Date, 40,000 Shares shall automatically convert, without any action on the part of the Purchaser, into shares of Common Stock of the Company, and (ii) on every fourteenth (14th) day after each of the Initial Closing Date and Subsequent Closing Date (or, if such day in not a Trading Day, then the first day thereafter that is a Trading Day) (each, a “Conversion Date”), 40,000 Shares shall automatically convert (or such lesser number of Shares that then remains unconverted), without any action on the part of the Purchaser, into shares of Common Stock of the Company until all of the Shares have been converted, in each case subject to the conditions to conversion set forth herein. (b) No conversion shall occur on a Conversion Date unless the following conditions are met: (i) the 20-Day VWAP as calculated with respect to such Conversion Date shall equal or exceed the Floor; (ii) the Registration Statement shall be in full force and effect; and (iii) as of the Conversion Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Conversion Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to sell the Conversion Shares issuable in connection with such conversion. (c) For each Conversion Date for which all conditions to conversion have been satisfied, each Share shall be convertible into the number of shares of Common Stock that results from dividing the Per Share Purchase Price by the Per Share Conversion Price in effect at the time of conversion for each Share being converted. The Per Share Conversion Price shall be subject to adjustment from time to time as provided in the Certificate of Designation. On each Conversion Date that occurs, the Company shall deliver or cause to be delivered to the Purchaser the number of Conversion Shares issuable on each such Conversion Date, registered in the name of the Purchaser, via the DTC DWAC system, as specified on the signature page hereto. (d) If, with respect to any Conversion Date, the Floor is not met or the Registration Statement is not in full force and effect, then no conversion of Shares will occur on such Conversion Date. With respect to any Conversion Date on which no conversion of Shares occurs due to the failure of the Registration Statement to be in full force and effect, the redemption rights set forth in the Certificate of Designation shall be available to the Purchaser with respect to such Securities. With respect to any Conversion Date on which no conversion of Shares occurs due to the failure of the Floor to be met, the Shares not converted on such Conversion Date shall be added to the Shares to be converted on the following Conversion Date. (e) In connection with each conversion on a Conversion Date, the Company shall provide irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, via the DWAC DTC system, the number of Conversion Shares to be issued to the Purchaser at each such Conversion Date, registered in the name of the Purchaser as specified on the signature page hereto.

Automatic Conversion of Shares; Conversion Dates; Per Share Conversion Price. (a) Each of the Company and Purchaser agrees that, (i) on each of the Initial Closing Date and the Subsequent Closing Date, 40,000 Shares the Share Amount shall automatically convert, without any action on the part of the Purchaser, into shares of Common Stock of the Company, and (ii) on every fourteenth (14th) day after each of the Initial Closing Date and Subsequent Closing Date (or, if such day in not a Trading Day, then the first day thereafter that is a Trading Day) (each, a “Conversion Date”), 40,000 Shares the Share Amount shall automatically convert (or such lesser number of Shares that then remains unconverted), without any action on the part of the Purchaser, into shares of Common Stock of the Company until all of the Shares have been converted, in each case subject to the conditions to conversion set forth herein and the limitations set forth in Sections 2.6(f) and 2.7 herein. (b) No conversion shall occur on a Conversion Date unless the following conditions are met: (i) the 20-Day VWAP as calculated with respect to such Conversion Date shall equal or exceed the Floor; (ii) the Registration Statement shall be in full force and effect; and (iii) as of the Conversion Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Conversion Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to sell the Conversion Shares issuable in connection with such conversion. (c) For each Conversion Date for which all conditions to conversion have been satisfied, each the Share Amount shall be convertible into the number of shares of Common Stock that results from dividing (x) the product of the Per Share Purchase Price and the Share Amount by (y) the Per Share Conversion Price in effect at the time of conversion for each Share being converted. The Per Share Conversion Price shall be subject to adjustment from time to time as provided in the Certificate of Designation. On each Conversion Date that occurs, the Company shall deliver or cause to be delivered to the Purchaser the number of Conversion Shares issuable on each such Conversion Date, registered in the name of the Purchaser, via the DTC DWAC system, as specified on the signature page hereto, subject to the limitation set forth in Section 2.6(f) below. (d) If, with respect to any Conversion Date, the Floor is not met or the Registration Statement is not in full force and effect, then no conversion of Shares will occur on such Conversion Date. With respect to any Conversion Date on which no conversion of Shares occurs due to the failure of the Registration Statement to be in full force and effect, the redemption rights set forth in the Certificate of Designation shall be available to the Purchaser with respect to such Securities. With respect to any Conversion Date on which no conversion of Shares occurs due to the failure of the Floor to be met, the Shares not converted on such Conversion Date shall be added to the Shares to be converted on the following Conversion Date. (e) In connection with each conversion on a Conversion Date, the Company shall provide irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, via the DWAC DTC system, the number of Conversion Shares to be issued to the Purchaser at each such Conversion Date, registered in the name of the Purchaser as specified on the signature page hereto. (f) Notwithstanding anything contained herein to the contrary, if, with respect to any Conversion Date, the proposed number of Conversion Shares to be received by the Purchaser on such Conversion Date is greater than two (2) times the number of Conversion Shares received by the Purchaser on the immediately preceding Conversion Date (the “Share Limit”), then Purchaser shall have the option to reduce the number of Shares converted on such Conversion Date such that the number of Conversion Shares to be received by Purchaser on such Conversion Date is an amount equal to as near as possible the applicable Share Limit.

Automatic Conversion of Shares; Conversion Dates; Per Share Conversion Price. (a) Each of the Company and Purchaser agrees that, (i) commencing on each of the Initial Closing Date and the Subsequent Closing Date, 40,000 Shares shall automatically convert, without any action on the part of the Purchaser, into shares of Common Stock of the Company, and (ii) on every fourteenth (14th) day after each of the Initial Closing Date and Subsequent Closing Date thereafter (or, if such day in not a Trading Day, then the first day thereafter that is a Trading Day) (each, a “Conversion Date”), 40,000 60,000 Shares shall automatically convert (or such lesser number of Shares that then remains unconverted)) shall automatically convert, without any action on the part of the Purchaser, into shares of Common Stock of the Company until all of the Shares have been convertedCompany, in each case subject to the conditions to conversion set forth herein. (b) No conversion shall occur on a Conversion Date unless the following conditions are met: (i) the 20-Day VWAP as calculated with respect to such Conversion Date shall equal or exceed the Floor; (ii) the Registration Statement shall be in full force and effect; and (iii) as of the Conversion Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Conversion Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to sell the Conversion Shares issuable in connection with such conversion. (c) For each Conversion Date for which all conditions to conversion have been satisfied, each Share shall be convertible into the number of shares of Common Stock that results from dividing the Per Share Purchase Price by the Per Share Conversion Price in effect at the time of conversion for each Share being converted. The Per Share Conversion Price shall be subject to adjustment from time to time as provided in the Certificate of Designation. On each Conversion Date that occurs, the Company shall deliver or cause to be delivered to the Purchaser the number of Conversion Shares issuable on each such Conversion Date, registered in the name of the Purchaser, via the DTC DWAC system, as specified on the signature page hereto. (d) If, with respect to any Conversion Date, the Floor is not met or the Registration Statement is not in full force and effect, then no conversion of Shares will occur on such Conversion Date. With respect to any Conversion Date on which no conversion of Shares occurs due to the failure of the Registration Statement to be in full force and effect, the redemption rights set forth in the Certificate of Designation shall be available to the Purchaser with respect to such Securities. With respect to any Conversion Date on which no conversion of Shares occurs due to the failure of the Floor to be met, the Shares not converted on such Conversion Date shall be added to the Shares to be converted on the following Conversion Date. (e) In connection with each conversion on a Conversion Date, the Company shall provide irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, via the DWAC DTC system, the number of Conversion Shares to be issued to the Purchaser at each such Conversion Date, registered in the name of the Purchaser as specified on the signature page hereto.