Common use of Company Conversion Clause in Contracts

Company Conversion. On or after the day that is the eighteen (18) month anniversary of the issue date of the New Second Lien Convertible Notes (the “Issue Date”), ION may require the conversion of all or part of the New Second Lien Convertible Notes, at its option, if ION’s common stock, as determined by ION, has a 20-day volume weighted average price (“VWAP”) of at least 175% of the conversion price then in effect ending on, and including, the trading day immediately preceding the date on which ION provides notice of conversion (a “Optional Conversion”). If ION undergoes an Optional Conversion prior to the third anniversary of the Issue Date, holders of New Second Lien Convertible Notes will be entitled to a “make-whole” premium payment in cash equal to the Applicable Premium amount as described under “—Optional Redemption.” In the case of any optional conversion, ION will provide not less than 45 nor more than 50 scheduled trading days’ notice before the conversion date to the Trustee, the paying agent and each holder of notes, and the conversion price will be equal to 100% of the principal amount of the notes to be converted, plus accrued and unpaid interest to, but excluding, the redemption date (unless the redemption date falls after a regular record date but on or prior to the immediately succeeding interest payment date, in which case we will pay the full amount of accrued and unpaid interest to the holder of record as of the close of business on such regular record date, and the redemption price will be equal to 100% of the principal amount of the notes to be redeemed). The redemption date must be a business day and may not fall after the scheduled maturity date. If ION decides to convert fewer than all of the outstanding notes, the Trustee will select the notes to be converted (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate, in each case, with respect to global notes, in accordance with and subject to applicable DTC procedures or requirements.

Company Conversion. On or If at any time from and after the day that is the eighteen (18) month one year anniversary of the issue date issuance of this Note (i) the New Second Lien Convertible Notes (the “Issue Date”), ION may require the conversion of all or part of the New Second Lien Convertible Notes, at its option, if ION’s common stock, as determined by ION, has a 20volume-day volume weighted average price (“VWAP”) of the Common Stock exceeds $0.40 per share over any thirty (30) Trading Day measurement period after such one (1)-year anniversary (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction after the date hereof), (ii) during the thirty (30)Trading Day measurement period referred to in subpart (i) above, the average daily trading volume for the Common Stock is at least 175% 500,000 shares (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction after the date hereof), and (iii) the Company meets the Equity Conditions (as defined below), then the Company shall have the right to require the Holder to convert all or any portion of the conversion price principal and accrued interest then remaining under this Note into validly issued, fully paid and non-assessable shares of Common Stock in accordance with Section 4 hereof at the Conversion Price in effect ending on, and including, on the trading day immediately preceding the date on which ION provides notice of conversion Mandatory Conversion Date (as defined below) (a “Optional Mandatory Conversion”). If ION undergoes an Optional Conversion prior The Company may exercise its right to require conversion under this Section 4(e) by delivering a written notice thereof by facsimile and overnight courier to the third anniversary Holder (the “Mandatory Conversion Notice” and the date the Holder receives such notice by facsimile is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable and shall (i) state the Trading Day selected for the Mandatory Conversion in accordance with this Section 4(e), which Trading Day shall be no sooner than five (5) Trading Days nor later than thirty (30) Trading Days following the Objection to Complete Mandatory Conversion Date (the “Mandatory Conversion Date”), (ii) the thirty (30) Trading Day period over which the VWAP was calculated, (iii) the portion of the Issue Date, holders principal balance of New Second Lien Convertible Notes will be entitled to a “make-whole” premium payment in cash equal the Note subject to the Applicable Premium amount as described Mandatory Conversion pursuant to this Section 4(e) and all accrued and unpaid interest on the Note through the Mandatory Conversion Date (the “Conversion Amount”) and (iv) the number of Shares to be issued to the Holder on the Mandatory Conversion Date (subject to adjustment for any adjustments to the Conversion Price occurring under “—Optional Redemption.” this Note after the execution of the Mandatory Conversion Notice by the Company). In the case event that the Mandatory Conversion would violate the Beneficial Ownership Limitations, the Holder may deliver a written notice thereof by facsimile and overnight courier to the Company, together with a certification of which portion of this Note is convertible without violating the Beneficial Ownership Limitations (the “Objection to Complete Mandatory Conversion”), within three (3) Trading Days of the Mandatory Conversion Notice Date (the “Objection to Complete Mandatory Conversion Date”). Any portion of this Note converted by the Holder after the Mandatory Conversion Notice Date shall reduce the Conversion Amount subject to the applicable Mandatory Conversion that is required to be converted on the Mandatory Conversion Date. The mechanics of conversion set forth in Section 4(b) shall apply to any optional conversionMandatory Conversion as if the Company had received from the Holder on the Mandatory Conversion Date a Notice of Conversion with respect to the Conversion Amount being converted pursuant to the Mandatory Conversion. For purposes of this Note, ION “Equity Conditions” shall mean: (a) the Company shall have paid all amounts due and owing to the Holder hereunder; (b) either (1) there is an effective registration statement pursuant to which non-Affiliate Holders are permitted to utilize the prospectus thereunder to resell all of their shares of Common Stock (and the Company believes, in good faith, that such effectiveness will provide not less than 45 nor more than 50 scheduled trading days’ notice before continue uninterrupted for the foreseeable future) and there are a sufficient number of shares of Common Stock registered on the effective registration statement to permit the conversion date to the Trustee, the paying agent and each holder of notes, and the conversion price will be equal to 100% of the then outstanding principal amount of the notes to be converted, plus accrued and unpaid interest to, but excluding, the redemption date (unless the redemption date falls after a regular record date but on or prior to the immediately succeeding interest payment date, in which case we will pay the full amount of accrued and unpaid interest to the holder of record as of the close of business on such regular record date, Note and the redemption price will be equal exercise of all then outstanding Warrants issued to 100% of the principal amount of the notes to be redeemed). The redemption date must be a business day and may not fall after the scheduled maturity date. If ION decides to convert fewer than such holders or (2) all of the outstanding notesshares issuable to non-Affiliate Holders may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Trustee Company’s transfer agent and the non-Affiliate Holder; (c) the Common Stock is trading on a trading market (including the OTC Bulletin Board and all of the shares issuable pursuant to the transaction documents are listed or quoted for trading on such trading market (and the Company believes, in good faith, that trading of the common stock on a trading market will select continue uninterrupted for the notes foreseeable future); (d) there is a sufficient number of authorized shares of Common Stock for the issuance of the Shares to be converted issued upon such Mandatory Conversion; and (in principal amounts e) there is no existing Event of $1,000 Default or multiples thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate, in each caseno existing event which, with respect to global notesthe passage of time or the giving of notice, in accordance with and subject to applicable DTC procedures or requirementswould constitute an Event of Default hereunder.

Company Conversion. On or If at any time from and after the day that is the eighteen (18) month one year anniversary of the issue date issuance of this Note (i) the New Second Lien Convertible Notes (the “Issue Date”), ION may require the conversion of all or part of the New Second Lien Convertible Notes, at its option, if ION’s common stock, as determined by ION, has a 20volume-day volume weighted average price (“VWAP”) of the Common Stock exceeds $0.40 per share over any thirty (30) Trading Day measurement period after such one (1)-year anniversary (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction after the date hereof), (ii) during the thirty (30)Trading Day measurement period referred to in subpart (i) above, the average daily trading volume for the Common Stock is at least 175% 500,000 shares (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction after the date hereof), and (iii) the Company meets the Equity Conditions (as defined below), then the Company shall have the right to require the Holder to convert all or any portion of the conversion price principal and accrued interest then remaining under this Note into validly issued, fully paid and non-assessable shares of Common Stock in accordance with Section 4 hereof at the Conversion Price in effect ending on, and including, on the trading day immediately preceding the date on which ION provides notice of conversion Mandatory Conversion Date (as defined below) (a “Optional Mandatory Conversion”). If ION undergoes an Optional Conversion prior The Company may exercise its right to require conversion under this Section 4(e) by delivering a written notice thereof by facsimile and overnight courier to the third anniversary Holder (the “Mandatory Conversion Notice” and the date the Holder receives such notice by facsimile is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable and shall (i) state the Trading Day selected for the Mandatory Conversion in accordance with this Section 4(e), which Trading Day shall be no sooner than five (5) Trading Days nor later than thirty (30) Trading Days following the Objection to Complete Mandatory Conversion Date (the “Mandatory Conversion Date”), (ii) the thirty (30) Trading Day period over which the VWAP was calculated, (iii) the portion of the Issue Date, holders principal balance of New Second Lien Convertible Notes will be entitled to a “make-whole” premium payment in cash equal the Note subject to the Applicable Premium amount as described Mandatory Conversion pursuant to this Section 4(e) and all accrued and unpaid interest on the Note through the Mandatory Conversion Date (the “Conversion Amount”) and (iv) the number of Shares to be issued to the Holder on the Mandatory Conversion Date (subject to adjustment for any adjustments to the Conversion Price occurring under “—Optional Redemption.” this Note after the execution of the Mandatory Conversion Notice by the Company). In the case event that the Mandatory Conversion would violate the Beneficial Ownership Limitations, the Holder may deliver a written notice thereof by facsimile and overnight courier to the Company, together with a certification of which portion of this Note is convertible without violating the Beneficial Ownership Limitations (the “Objection to Complete Mandatory Conversion”), within three (3) Trading Days of the Mandatory Conversion Notice Date (the “Objection to Complete Mandatory Conversion Date”). Any portion of this Note converted by the Holder after the Mandatory Conversion Notice Date shall reduce the Conversion Amount subject to the applicable Mandatory Conversion that is required to be converted on the Mandatory Conversion Date. The mechanics of conversion set forth in Section 4(b) shall apply to any optional conversionMandatory Conversion as if the Company had received from the Holder on the Mandatory Conversion Date a Notice of Conversion with respect to the Conversion Amount being converted pursuant to the Mandatory Conversion. For purposes of this Note, ION “Equity Conditions” shall mean: (a) the Company shall have paid all amounts due and owing to the Holder hereunder; (b) either (1) there is an effective registration statement pursuant to which non-Affiliate Holders are permitted to utilize the prospectus thereunder to resell all of their shares of Common Stock (and the Company believes, in good faith, that such effectiveness will provide not less than 45 nor more than 50 scheduled trading days’ notice before continue uninterrupted for the foreseeable future) and there are a sufficient number of shares of Common Stock registered on the effective registration statement to permit the conversion date to the Trustee, the paying agent and each holder of notes, and the conversion price will be equal to 100% of the then outstanding principal amount of the notes to be converted, plus accrued and unpaid interest to, but excluding, the redemption date (unless the redemption date falls after a regular record date but on or prior to the immediately succeeding interest payment date, in which case we will pay the full amount of accrued and unpaid interest to the holder of record as of the close of business on such regular record date, Note and the redemption price will be equal exercise of all then outstanding Warrants issued to 100% of the principal amount of the notes to be redeemed). The redemption date must be a business day and may not fall after the scheduled maturity date. If ION decides to convert fewer than such holders or (2) all of the outstanding notesshares issuable to non-Affiliate Holders may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Trustee Company’s transfer agent and the non-Affiliate Holder; (c) the Common Stock is trading on a trading market (including the OTC Bulletin Board and all of the shares issuable pursuant to the transaction documents are listed or quoted for trading on such trading market (and the Company believes, in good faith, that trading of the common stock on a trading market will select continue uninterrupted for the notes foreseeable future); (d) there is a sufficient number of authorized shares of Common Stock for the issuance of the Shares to be converted issued upon such Mandatory Conversion; and (in principal amounts e ) there is no existing Event of $1,000 Default or multiples thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate, in each caseno existing event which, with respect to global notesthe passage of time or the giving of notice, in accordance with and subject to applicable DTC procedures or requirementswould constitute an Event of Default hereunder.