Common use of Exercise of Conversion Right Clause in Contracts

Exercise of Conversion Right. The Conversion Right may be exercised by the Lender by completing and signing the notice of conversion (the “Conversion Notice”) and delivering the Conversion Notice and this Note to the Borrower. The Conversion Notice shall provide that the Conversion Right is being exercised, shall specify the amount being converted, and shall set out the date (the “Issue Date”) on which Shares are to be issued upon the exercise of the Conversion Right (such date to be no earlier than three (3) Business Days and no later than seven (7) Business Days after the day on which the Conversion Notice is issued). The conversion shall be deemed to have been effected immediately prior to the close of business on the Issue Date and the Shares issuable upon conversion shall be deemed to be issued as fully paid and non- assessable at such time. Within seven (7) Business Days after the Issue Date, a certificate for the required number of Shares shall be issued to the Lender. If less than all of the Principal Amount of this Note is the subject of the Conversion Right, then within seven (7) Business Days after the Issue Date, the Borrowers shall deliver to the Lender a replacement Note in the form hereof in the principal amount of the unconverted principal balance hereof, plus the unconverted portion of any accrued and unpaid Interest and fees, and this Note shall be cancelled. If the Conversion Right is being exercised in respect of the entire Principal Amount of this Note (and, if applicable, all accrued and unpaid Interest and fees), this Note shall be cancelled.

Exercise of Conversion Right. The Conversion Right conversion right shall be exercised, if at all, by surrender of the Note to Xxxxx & Xxxxxxx LLP, 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Escrow Agent") together with written notice of election executed by the Holder, which may be exercised in the form which is included with this Note (hereinafter referred to as the "Conversion Notice") to convert such Note or a specified portion thereof. The Escrow Agent shall act as escrow agent in accordance with the terms of the Off-Shore Securities Purchase Agreement being executed simultaneously herewith. The number of shares of Common Stock that shall be issuable upon conversion of the Note shall equal the amount of the outstanding principal for which a Conversion Notice is given, divided by a conversion price (the "Conversion Price") equal to the lesser of (x) $2.50 per share of Common Stock or (y) seventy five (75%) percent of the average closing bid prices of the Corporation's Common Stock as reported by the Lender by completing NASD Over-the-Counter Bulletin Board (or NASDAQ if the Corporation's shares are then trading on NASDAQ), for the five (5) consecutive trading days immediately preceding the Date of Conversion (as defined below), subject to adjustment as provided in Section 4. As promptly as practicable after surrender as herein provided, of the Note for conversion and signing the notice receipt of conversion (the “Conversion Notice”) and delivering the Conversion Notice relating thereto, the Corporation shall deliver or cause to be delivered upon the written order of the Holder of the Note so surrendered, a certificate or certificates representing the number of fully paid and this non-assessable shares of Common Stock and Warrants into which such Note is to be converted in accordance with the provisions hereof, registered in such name or names as are specified in the Conversion Notice. In case any Note shall be surrendered for partial conversion, the Corporation shall execute and deliver to the Borrower. The Conversion Notice shall provide that Escrow Agent, without charge to the Conversion Right is being exercisedHolder, shall specify a new Note or Notes in authorized denominations, in an aggregate principal amount equal to the amount being converted, and shall set out the date (the “Issue Date”) on which Shares are to be issued upon the exercise unconverted portion of the Conversion Right (such date to be no earlier than three (3) Business Days and no later than seven (7) Business Days after the day on which the Conversion Notice is issued)surrendered Note. The Such conversion shall be deemed to have been effected immediately prior to at the close of business on the Issue Date date when the Note shall have been surrendered for conversion together with the Conversion Notice, so that the rights of the Holder as such Holder shall cease at such time and the Shares issuable persons or persons entitled to receive the shares of Common Stock and Warrants upon conversion shall be deemed to be issued as fully paid and non- assessable at such time. Within seven (7) Business Days after the Issue Date, a certificate for the required number of Shares shall be issued to the Lender. If less than all of the Principal Amount of this Note is the subject of the Conversion Right, then within seven (7) Business Days after the Issue Date, the Borrowers shall deliver to the Lender a replacement Note in the form hereof in the principal amount of the unconverted principal balance hereof, plus the unconverted portion of any accrued and unpaid Interest and fees, and this Note shall be cancelled. If treated for all purposes as having become the Conversion Right is being exercised in respect record holder or holders of the entire Principal Amount such shares of this Note (and, if applicable, all accrued Common Stock and unpaid Interest and fees), this Note shall be cancelledWarrants.

Exercise of Conversion Right. The (a) To exercise the conversion right, the Term B Lender holding any Term B Loan to be converted shall surrender the related Term B Note duly endorsed or assigned to the Borrower or in blank, at the office of any Conversion Right may be exercised Agent, accompanied by the Lender by completing and signing the notice of conversion (the “Conversion Notice”) and delivering the a duly signed Conversion Notice and this Note substantially in the form attached hereto as Exhibit H, to the Borrower, with a copy to the Agent, stating that the Term B Lender elects to convert such Term B Loan or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. (b) In the event of a Fundamental Change, Term B Lenders will have the right to elect to convert and receive Additional Shares as per Section 11.2 (a “Fundamental Change Conversion”) from the date of the Repurchase Event Notice through the Repurchase Date. The To exercise the conversion right in the event of a Fundamental Change and receive Additional Shares pursuant to Section 11.2, the Term B Lender holding any Term B Loan to be converted shall surrender the corresponding Term B Note duly endorsed or assigned to the Borrower or in blank, at the office of any Conversion Agent, accompanied by a duly signed Fundamental Change Conversion Notice shall provide substantially in the form attached hereto as Exhibit I, to the Borrower, with a copy to the Agent, stating that the Conversion Right Lender elects to convert such Term B Loan or, if less than the entire principal amount thereof is being exercised, shall specify the amount being to be converted, and shall set out the date (the “Issue Date”) on which Shares are portion thereof to be issued upon the exercise of the Conversion Right converted. (such date to be no earlier than three (3c) Business Days and no later than seven (7) Business Days after the day on which the Conversion Notice is issued). The conversion Term B Loans shall be deemed to have been effected converted immediately prior to the close of business on the Issue Date day of surrender of such Term B Notes for conversion in accordance with the provisions of this Article X, and at such time the rights of the Term B Lender of such Term B Loans as Term B Lenders shall cease, and the Shares Person or Persons entitled to receive the Common Stock issuable upon conversion shall be deemed to be issued treated for all purposes as fully paid and non- assessable the record holder or holders of such Common Stock at such time. Within seven (7) Business Days As promptly as practicable on or after the Issue Dateconversion date, the Borrower shall cause to be issued and delivered to such Conversion Agent a stock certificate for or stock certificates representing the required number of Shares full shares of Common Stock issuable upon conversion of such Term B Loans, together with payment in lieu of any fraction of a share as provided in Section 10.3. (d) In the case of any Term B Loan which is converted in part only, upon such conversion the Borrower shall be issued to execute and the Lender. If less than all of the Principal Amount of this Note is the subject of the Conversion Right, then within seven (7) Business Days after the Issue Date, the Borrowers Agent shall authenticate and deliver to the Term B Lender thereof, at the expense of the Borrower, a replacement new Term B Note or Term B Notes of authorized denominations in aggregate principal amount equal to the form hereof in unconverted portion of the principal amount of such Term B Loan. (e) Notwithstanding the unconverted principal balance hereofforegoing, plus a Term B Lender will only be entitled to exercise its conversion rights herein to the unconverted portion extent (and only to the extent) that the receipt of any accrued shares of Common Stock upon exercise of the conversion right would not cause such Term B Lender (including its Affiliates) to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and unpaid Interest the rules and fees, and regulations promulgated thereunder) of more than 9.99% of the shares of the Common Stock outstanding at such time. Any purported delivery of shares of Common Stock upon exercise of this Note conversion right shall be cancelledvoid and have no effect to the extent (but only to the extent) that such delivery would result in such Term B Lender (including its Affiliates) becoming the beneficial owner of more than 9.99% of the shares of Common Stock outstanding at such time. If Notwithstanding anything to the contrary herein, no Term B Lender shall be entitled, with or without the consent of the Borrower, to waive the restrictions set forth in this Section 10.2. (f) The Borrower hereby initially appoints the Agent as the Conversion Right is being exercised in respect of the entire Principal Amount of this Note (and, if applicable, all accrued and unpaid Interest and fees), this Note shall be cancelledAgent.

Exercise of Conversion Right. The Conversion Right may be exercised by the Lender by completing and signing the notice of conversion (the “Conversion Notice”) and delivering the Conversion Notice and this Note to the Borrower. The Conversion Notice shall provide that the Conversion Right is being exercised, shall specify the amount being converted, and shall set out the date (the “Issue Date”) on which Shares are to be issued upon the exercise of the Conversion Right (such date to be no earlier than three (3) Business Days and no later than seven (7) Business Days after the day on which the Conversion Notice is issued). The conversion shall be deemed to have been effected immediately prior to the close of business on the Issue Date and the Shares issuable upon conversion shall be deemed to be issued as fully paid and non- non-assessable at such time. Within seven (7) Business Days after the Issue Date, a certificate for the required number of Shares shall be issued to the Lender. If less than all of the Principal Amount of this Note is the subject of the Conversion Right, then within seven (7) Business Days after the Issue Date, the Borrowers shall deliver to the Lender a replacement Note in the form hereof in the principal amount of the unconverted principal balance hereof, plus the unconverted portion of any accrued and unpaid Interest and fees, and this Note shall be cancelled. If the Conversion Right is being exercised in respect of the entire Principal Amount of this Note (and, if applicable, all accrued and unpaid Interest and fees), this Note shall be cancelled.

Exercise of Conversion Right. The Conversion Right may be exercised by the Lender by completing and signing the notice of conversion (the “Conversion Notice”) and delivering the Conversion Notice and this Note to the Borrower. The Conversion Notice shall provide that the Conversion Right is being exercised, shall specify the amount being converted, and shall set out the date (the “Issue Date”) on which Shares are to be issued upon the exercise of the Conversion Right (such date to be no earlier than three (3) Business Days and no later than seven (7) Business Days after the day on which the Conversion Notice is issued). The conversion shall be deemed to have been effected immediately prior to the close of business on the Issue Date and the Shares issuable upon conversion shall be deemed to be issued as fully paid and non- non-assessable at such time. Within seven (7) Business Days after the Issue Date, a certificate for the required number of Common Shares shall be issued to the Lender. If less than all of the Principal Amount of this Note is the subject of the Conversion Right, then within seven (7) Business Days after the Issue Date, the Borrowers shall deliver to the Lender a replacement Note in the form hereof in the principal amount of the unconverted principal balance hereof, plus the unconverted portion of any accrued and unpaid Interest and fees, and this Note shall be cancelled. If the Conversion Right is being exercised in respect of the entire Principal Amount of this Note (and, if applicable, all accrued and unpaid Interest and fees), this Note shall be cancelled.