Common use of Conversions at Option of Holder Clause in Contracts

Conversions at Option of Holder. Each share of Series D Preferred Stock shall be convertible, at any time and from time to time from and after the Issuance Date, at the option of the Holder thereof, into a number of shares of Common Stock (subject to the limitations set forth in Section 6(b)) equal to the quotient of (i) the sum of the aggregate Stated Value of those shares being converted divided by (ii) the Conversion Price then in effect (the “Conversion Ratio”); provided, however, if the Conversion Price at closing is greater than $0.33 and at any time subsequent to the Closing a closing bid price of the Common Stock on the principal Trading Market is less than $0.33 (subject to adjustment for reverse and forward stock splits and the like), the Conversion Price shall be reduced, and only reduced, to equal $0.20, subject to adjustment hereunder Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”), duly completed and executed. Provided the Corporation’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program and the applicable Conversion Shares are either registered for issuance, registered for resale or eligible for resale without volume or manner-of-sale restriction requirements pursuant to Rule 144 of the Securities Act (provided, that the public information requirement of Rule 144 are then satisfied), the Notice of Conversion may specify, at the Holder’s election, whether the applicable Conversion Shares shall be credited to the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission system (a “DWAC Delivery”). The “Conversion Date”, or the date on which a conversion pursuant to this Section 6(a) shall be deemed effective, shall be defined as the Trading Day that the Notice of Conversion, completed and executed, is sent by facsimile or email to, and received prior to 5:30 p.m. (New York City time) on any date by, the Corporation. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Series D Preferred Stock to the Corporation unless all of the shares of Series D Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Series D Preferred Stock promptly following the Conversion Date at issue. Shares of Series D Preferred Stock converted into Common Stock shall be canceled and shall not be reissued. The calculations set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. The Corporation represents and warrants that, as of the Issuance Date, the Corporation’s transfer agent participates in the DTC Fast Automated Securities Transfer program and the Corporation covenants that, while any shares of Series D Preferred Stock remain outstanding, the Corporation shall cause its transfer agent to participate in the DTC Fast Automated Securities Transfer program.

Conversions at Option of Holder. Each share of Series D Class A-[•] Preferred Stock shall be convertible, at any time and from time to time from and after the Issuance Date, at the option of the Holder thereof, into a number of shares of Common Stock (subject to the limitations set forth in Section 6(b)) equal to the quotient of (i) the sum product of the aggregate Stated Value of those shares being converted divided by (ii) the Conversion Price then in effect (the “Conversion Ratio”); provided, however, if the Conversion Price at closing is greater than $0.33 and at any time subsequent to the Closing a closing bid price of the Common Stock on the principal Trading Market is less than $0.33 (subject to adjustment for reverse and forward stock splits Numerator and the like), the Conversion Price shall number of shares of Class A-[•] Preferred Stock to be reduced, and only reduced, to equal $0.20, subject to adjustment hereunder converted. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”), duly completed and executed. Other than a conversion following a Fundamental Transaction or following a notice provided for under Section 7(d)(ii) hereof, the Notice of Conversion must specify at least a number of shares of Class A-[•] Preferred Stock to be converted equal to the lesser of (x) 100 shares (such number subject to appropriate adjustment following the occurrence of an event specified in Section 7(a) hereof) and (y) the number of shares of Class A-[•] Preferred Stock then held by the Holder. Provided the Corporation’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program and the applicable Conversion Shares are either registered for issuance, registered for resale or eligible for resale without volume or manner-of-sale restriction requirements pursuant to Rule 144 of the Securities Act (provided, that the public information requirement of Rule 144 are then satisfied)program, the Notice of Conversion may specify, at the Holder’s election, whether the applicable Conversion Shares shall be credited to the DTC participant account of nominated by the HolderHolder through DTC’s prime broker with DTC through its Deposit Withdrawal Agent Commission system (a “DWAC Delivery”). The “Conversion Date”, or the date on which a conversion pursuant to this Section 6(a) shall be deemed effective, shall be defined as the Trading Day that the Notice of Conversion, completed and executed, is sent by facsimile or email other electronic transmission to, and received prior to 5:30 p.m. (New York City time) on any date during regular business hours by, the Corporation. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender ; provided that the original certificate(s) representing the shares of Series D Preferred Stock to the Corporation unless all of the shares of Series D Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate (if any) representing such shares of Series D Class A-[•] Preferred Stock promptly following being converted, duly endorsed, and the accompanying Notice of Conversion, are received by the Corporation within two (2) Trading Days thereafter. In all other cases, the Conversion Date at issue. Shares shall be defined as the Trading Day on which the original shares of Series D Class A-[•] Preferred Stock converted into Common Stock shall be canceled being converted, duly endorsed, and shall not be reissuedthe accompanying Notice of Conversion, are received by the Corporation. The calculations set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. The Corporation represents and warrants that, as of the Issuance Date, the Corporation’s transfer agent participates in the DTC Fast Automated Securities Transfer program and the Corporation covenants that, while any shares of Series D Preferred Stock remain outstanding, the Corporation shall cause its transfer agent to participate in the DTC Fast Automated Securities Transfer program.

Conversions at Option of Holder. Each share of Series D B-[●] Preferred Stock shall be convertible, at any time and from time to time from and after the Issuance DateOriginal Issue Date and through the Maturity Date (as defined in the Credit Agreement), at the option of the Holder holder thereof, into a number of shares of Common Stock (subject to the limitations set forth in Section 6(b)) equal to the quotient of Conversion Ratio (i) the sum of the aggregate Stated Value of those shares being converted divided by (ii) the Conversion Price then in effect (the “Conversion Ratio”as defined below); provided, however, if the Conversion Price at closing is greater than $0.33 and at any time subsequent to the Closing a closing bid price of the Common Stock on the principal Trading Market is less than $0.33 (subject to adjustment for reverse and forward stock splits and the like), the Conversion Price shall be reduced, and only reduced, to equal $0.20, subject to adjustment hereunder . Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”), duly completed and executed. Provided Other than a conversion pursuant to Section 5.4 or Section 9.2, or following a notice provided for under Section 7.4(b) hereof, the CorporationNotice of Conversion must specify a number of shares of Series B-[●] Preferred Stock to be converted. Conversion Shares issuable hereunder shall be transmitted by the Transfer Agent to the holder by either, as the Notice of Conversion so specifies, (i) by crediting the account of the holder’s transfer agent is participating in the (or its designee’s) balance account with The Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Transfer Agent is then a participant in the DTC Fast Automated Securities Transfer program and the applicable Conversion Shares are either registered for issuance, registered for resale or eligible for resale without volume or manner-of-sale restriction requirements pursuant to Rule 144 of the Securities Act (provided, that the public information requirement of Rule 144 are then satisfied), the Notice of Conversion may specify, at the Holder’s election, whether the applicable Conversion Shares shall be credited to the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission system Program (a “DWAC Delivery”) and such Conversion Shares may be so issued in compliance with the requirements of the Securities Act and DTC, or (ii) by physical or electronic delivery, at the election of the holder, of a book entry statement(s), registered in the name of the holder (or its designee), for the number of Conversion Shares to which the holder is entitled pursuant to such conversion to the address or e-mail, as applicable, specified by the holder in the Notice of Conversion. The “Conversion Date”, ,” or the date on which a conversion pursuant to this Section 6(a) shall be deemed effective, shall be defined as the Trading Day that the Notice of Conversion, completed and executed, is sent by facsimile or email to, and received prior to 5:30 p.m. (New York City time) on any date during regular business hours by, an officer of the Corporation provided that, to the extent there are such officers, each such notice shall be sent to each of the chief executive officer, chief financial officer and general counsel of the Corporation. To effect conversions of shares of Preferred Stock; provided, a Holder shall not be required to surrender further, that the original share certificate(s) representing the shares of Series D Preferred Stock to the Corporation unless all of the shares of Series D Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate (if applicable) representing such shares of Series D B-[●] Preferred Stock promptly following being converted, duly endorsed, and the accompanying Notice of Conversion, are received by the Corporation within two (2) Trading Days thereafter. In all other cases, the Conversion Date at issue. Shares shall be defined as the Trading Day on which the original share certificate(s) (if applicable) of Series D B-[●] Preferred Stock converted into Common Stock shall be canceled being converted, duly endorsed, and shall not be reissuedthe accompanying Notice of Conversion, are received by the Corporation. The calculations set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. No ink-ink original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. The Corporation represents and warrants that, as of the Issuance Date, the Corporation’s transfer agent participates in the DTC Fast Automated Securities Transfer program and the Corporation covenants that, while any shares of Series D Preferred Stock remain outstanding, the Corporation shall cause its transfer agent to participate in the DTC Fast Automated Securities Transfer program.

Conversions at Option of Holder. Each Subject to Section 6(d)(v), each share of Series D X Preferred Stock shall be convertible, at any time and from time to time from and after the Issuance Datedate such share is issued and subject to Section 6(d)(iii), at the option of the Holder thereof, into a number of shares of Common Stock (subject to the limitations set forth in Section 6(b)) equal to the quotient of (i) the sum of the aggregate Stated Value of those shares being converted divided by (ii) the Conversion Price then in effect (the “Conversion Ratio”); provided, however, if the Conversion Price at closing is greater than $0.33 and at any time subsequent to the Closing a closing bid price of the Common Stock on the principal Trading Market is less than $0.33 (subject to adjustment for reverse and forward stock splits and the like), the Conversion Price shall be reduced, and only reduced, to equal $0.20, subject to adjustment hereunder . Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Optional Conversion”), duly completed and executed. Other than a conversion following a Fundamental Transaction or following a notice provided for under Section 7(d)(ii) hereof, the Notice of Optional Conversion must specify at least a number of shares of Series X Preferred Stock to be converted equal to the lesser of (x) 1,000 shares (such number subject to appropriate adjustment following the occurrence of an event specified in Section 7(a) hereof) and (y) the number of shares of Series X Preferred Stock then held by the Holder. Provided the Corporation’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program and the applicable Conversion Shares are either registered for issuance, registered for resale or eligible for resale without volume or manner-of-sale restriction requirements pursuant to Rule 144 of the Securities Act (provided, that the public information requirement of Rule 144 are then satisfied)program, the Notice of Optional Conversion may specify, at the Holder’s election, whether the applicable Conversion Shares shall be credited to the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission system (a “DWAC Delivery”). The “Optional Conversion Date”, or the date on which a conversion pursuant to this Section 6(a) shall be deemed effective, shall be defined as the Trading Day that the Notice of Optional Conversion, completed and executed, is sent by facsimile or email to, and received prior to 5:30 p.m. (New York City time) on any date during regular business hours by, the Corporation. To effect conversions of shares of Preferred Stock; provided, a Holder shall not be required to surrender that the original certificate(s) representing the shares of Series D Preferred Stock to the Corporation unless all of the shares of Series D Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate (if any) representing such shares of Series D X Preferred Stock promptly following being converted, duly endorsed, and the accompanying Notice of Optional Conversion, are received by the Corporation within two (2) Trading Days thereafter. In all other cases, the Optional Conversion Date at issue. Shares of Series D Preferred Stock converted into Common Stock shall be canceled and shall not be reissued. The calculations set forth in defined as the Notice of Conversion shall control in Trading Day on which the absence of manifest or mathematical error. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. The Corporation represents and warrants that, as of the Issuance Date, the Corporation’s transfer agent participates in the DTC Fast Automated Securities Transfer program and the Corporation covenants that, while any shares of Series D X Preferred Stock remain outstandingbeing converted, duly endorsed, and the Corporation shall cause its transfer agent to participate in accompanying Notice of Optional Conversion, are received by the DTC Fast Automated Securities Transfer programCorporation.