Common use of Conversion Election Clause in Contracts

Conversion Election. Lenders may jointly elect at any time and from time to time after the Closing Date and prior to the repayment or prepayment in full of the First Tranche Part A Term Loans to convert any portion of the outstanding principal amount of the First Tranche Part A Term Loan then outstanding (the “Conversion Amount”) into shares of Common Stock (“Conversion Shares”) at the Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by Administrative Agent to Issuer, provided that the aggregate principal amount converted to Common Stock in accordance with this Section 2.2(e) shall not exceed $5,000,000 (any such conversion, a “Lender Conversion”). A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Issuer and subject to subsection (ii) below. On the third trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, Issuer shall credit to each Designated Holder a number of Conversion Shares equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) Conversion Price, rounded down to the nearest whole share; provided that if transfer agent for Issuer’s Common Stock is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the applicable Designated Holder is eligible to receive Conversion Shares through DTC and the restrictive legend has been removed from such Conversion Shares in accordance with Section 2.2(e)(x), such credit of Conversion Shares shall be made to Designated Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. The issuance of the Conversion Shares to the Lenders in accordance with this Section 2.2(e)(i) will constitute a satisfaction in full of the Conversion Amount by the Issuer. For the avoidance of doubt, except for fees accruing in respect of Loans advanced as set forth in paragraph 2 of the Fee Letter, no premium, penalty or Prepayment Fee (as defined in the Fee Letter) shall apply to the principal amounts of the Loans converted into shares of Common Stock pursuant to this Section 2.2(e).

Conversion Election. Lenders may jointly elect at any time and from time to time after the Closing Date and prior to the repayment or prepayment payment in full of the First Tranche Part A Term Loans to convert any portion of the outstanding principal amount of the First Tranche Part A Term Loan Loans then outstanding (the “Conversion Amount”) into shares of Common Stock Shares (“Conversion Shares”) at the Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by the Administrative Agent to IssuerBorrower Representative, provided that the aggregate principal amount converted to Common Stock Shares in accordance with this Section 2.2(e) shall not exceed $5,000,000 (any such conversion, a “Lender Conversion”)4,000,000. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Issuer and subject to subsection Borrower Representative. As promptly as possible, but in no case later than the seventh (ii7th) below. On the third trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, Issuer Borrower Representative shall credit deliver to each Designated Holder in certificated format, book-entry format or such other format that applies to deliveries of shares of such status as reasonably determined by the Borrower Representative or its transfer agent, a number of Conversion Shares equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) Conversion Price, rounded down to the nearest whole share; provided that if the Borrower Representative or its transfer agent for Issuer’s Common Stock is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided may request that the applicable Designated Holder is eligible Holders provide any documentation required to receive Conversion Shares through DTC and the restrictive legend has been removed from such Conversion Shares in accordance with Section 2.2(e)(x), such credit of Conversion Shares shall be made to Designated Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. The issuance facilitate settlement of the Conversion Shares and in such case the seven (7) trading day period shall begin after the Designated Holders deliver the required documentation to the Borrower Representative or its transfer agent. Upon any conversion of any Conversion Amount into Conversion Shares, such Conversion Amount will be deemed to have been repaid by the Borrowers upon irrevocable delivery to the Lenders in accordance with this Section 2.2(e)(i) will constitute a satisfaction in full of the correct number of duly and validly issued, fully paid and non-assessable Conversion Amount by Shares, issued in the Issuername of the Designated Holder as indicated in the applicable Conversion Election Notice. For the avoidance of doubt, except for fees accruing in respect of Loans advanced as set forth in paragraph 2 of the Fee Letter, no premium, premium or penalty or Prepayment Fee (as defined in the Fee Letter) shall apply to the principal amounts of the Loans converted into shares of Common Stock pursuant to this Section 2.2(e)) following delivery of the Prepayment Notice.

Conversion Election. Lenders Each Purchaser, at its sole option, may jointly elect at elect, in lieu of the receipt of PIK Amounts due on any time and from time to time after the Closing Conversion Election Payment Date and prior specified by such Purchaser, or in lieu of receiving cash payments up to the repayment or prepayment in full Conversion Portion of the First Tranche Part A Term Loans to convert any portion of the outstanding principal such amount of Delayed Draw Term Notes due and payable on the Delayed Draw Term Notes First Tranche Part A Term Loan then outstanding Maturity Date, may elect to receive shares of Series K Preferred Stock (or, in the “Conversion Amount”) event that Series K Preferred Stock has been converted into Common Stock, shares of Common Stock (“Conversion Shares”) at based upon the Conversion Price conversion rate specified in the Certificate of Designations of the Borrower establishing the Series K Preferred Stock), with an aggregate liquidation preference of the Series K Preferred Stock so issued for each $1,000 of the Obligations elected to be so converted pursuant to a written notice delivered by such Purchaser to the Borrower (such election, a “Conversion Election NoticeElection”), to be delivered at equal to the direction purchase price paid for $1,000 in liquidation preference of Lenders by Administrative Agent to Issuer, provided that the aggregate principal amount converted to Common Series K Preferred Stock in accordance with this Section 2.2(e) shall not exceed $5,000,000 (any such conversion, a “Lender Conversion”)during the Series K Exception Period. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Issuer and subject to subsection (ii) below. On the third trading day after Written notice of a Conversion Election Notice has been duly with respect to any PIK Amount due on a Conversion Election Payment Date, must be delivered in accordance to Borrower not less than two (2) Business Days prior to such Conversion Election Payment Date, and with respect to any other Conversion Election, at any time during the period commencing on the last day of the Series K Exception Period through and including the date that is not less than two (2) Business Days prior to the Delayed Draw Term Notes First Maturity Date. In connection with a Conversion Election, at the reasonable request of the Borrower, the Purchaser making such Conversion Election shall make customary representations and warranties that are consistent with the foregoing, Issuer shall credit to each Designated Holder a number representations and warranties made by purchasers of Conversion Shares equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) Conversion Price, rounded down to the nearest whole share; provided that if transfer agent for Issuer’s Common Stock is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the applicable Designated Holder is eligible to receive Conversion Shares through DTC and the restrictive legend has been removed from such Conversion Shares in accordance with Section 2.2(e)(x), such credit of Conversion Shares shall be made to Designated Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. The issuance of the Conversion Shares to the Lenders in accordance with this Section 2.2(e)(i) will constitute a satisfaction in full of the Conversion Amount by the Issuer. For the avoidance of doubt, except for fees accruing in respect of Loans advanced as set forth in paragraph 2 of the Fee Letter, no premium, penalty or Prepayment Fee (as defined in the Fee Letter) shall apply to the principal amounts of the Loans converted into shares of Common Series K Preferred Stock pursuant to this Section 2.2(e)securities purchase agreements entered into by the Borrower and such purchasers.

Conversion Election. Lenders Each Purchaser, at its sole option, may jointly elect at elect, in lieu of the receipt of PIK Amounts due on any time and from time to time after the Closing Conversion Election Payment Date and prior specified by such Purchaser, or in lieu of receiving cash payments up to the repayment or prepayment in full Conversion Portion of the First Tranche Part A Term Loans to convert any portion of the outstanding principal such amount of Delayed Draw Term Notes due and payable on the Delayed Draw Term Notes First Tranche Part A Term Loan then outstanding Maturity Date, to receive shares of Series K Preferred Stock (or, in the “Conversion Amount”) event that Series K Preferred Stock has been converted into Common Stock, shares of Common Stock (“Conversion Shares”) at based upon the Conversion Price conversion rate specified in the Certificate of Designations of the Borrower establishing the Series K Preferred Stock), with an aggregate liquidation preference of the Series K Preferred Stock so issued for each $1,000 of the Obligations elected to be so converted pursuant to a written notice delivered by such Purchaser to the Borrower (such election, a “Conversion Election NoticeElection”), to be delivered at equal to the direction purchase price paid for $1,000 in liquidation preference of Lenders by Administrative Agent to Issuer, provided that the aggregate principal amount converted to Common Series K Preferred Stock in accordance with this Section 2.2(e) shall not exceed $5,000,000 (any such conversion, a “Lender Conversion”)during the Series K Exception Period. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Issuer and subject to subsection (ii) below. On the third trading day after Written notice of a Conversion Election Notice has been duly with respect to any PIK Amount due on a Conversion Election Payment Date, must be delivered in accordance to Borrower not less than two (2) Business Days prior to such Conversion Election Payment Date, and with respect to any other Conversion Election, at any time during the period commencing on the last day of the Series K Exception Period through and including the date that is not less than two (2) Business Days prior to the Delayed Draw Term Notes First Maturity Date. In connection with a Conversion Election, at the reasonable request of the Borrower, the Purchaser making such Conversion Election shall make customary representations and warranties that are consistent with the foregoing, Issuer shall credit to each Designated Holder a number representations and warranties made by purchasers of Conversion Shares equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) Conversion Price, rounded down to the nearest whole share; provided that if transfer agent for Issuer’s Common Stock is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the applicable Designated Holder is eligible to receive Conversion Shares through DTC and the restrictive legend has been removed from such Conversion Shares in accordance with Section 2.2(e)(x), such credit of Conversion Shares shall be made to Designated Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. The issuance of the Conversion Shares to the Lenders in accordance with this Section 2.2(e)(i) will constitute a satisfaction in full of the Conversion Amount by the Issuer. For the avoidance of doubt, except for fees accruing in respect of Loans advanced as set forth in paragraph 2 of the Fee Letter, no premium, penalty or Prepayment Fee (as defined in the Fee Letter) shall apply to the principal amounts of the Loans converted into shares of Common Series K Preferred Stock pursuant to this Section 2.2(e)securities purchase agreements entered into by the Borrower and such purchasers.