Common use of HOLDER'S RIGHT TO CONVERT Clause in Contracts

HOLDER'S RIGHT TO CONVERT. At any time after the date hereof and provided that all filings by the holder of this Note, if any, to be made under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, as required with respect to such holder by Section 2.23 of the Noteholders Agreement dated the date hereof (as such agreement may be amended, supplemented or otherwise modified from time to time, the "NOTEHOLDERS AGREEMENT") have been made and all related waiting periods applicable to the holder of this Note have expired or have been terminated early, the Face Amount of this Note plus all accrued and unpaid interest and Payments thereon shall be convertible, in whole or in part (subject to Section 16 hereof), at the option of the holder thereof, at any time and from time to time into fully paid and nonassessable shares of the Company's Common Stock, par value $.0001 per share (the "COMMON STOCK") at the then effective Conversion Rate (as defined below) (each such conversion, a "HOLDER'S OPTIONAL CONVERSION"). The "CONVERSION RATE", as of any Conversion Date (as defined below), shall equal an amount determined by dividing (i) the portion of the Face Amount proposed to be converted into common stock outstanding on such date, plus the ratable portion of any accrued and unpaid interest and Payments on the Notes proposed to be converted into common stock, by (ii) the Conversion Price (as defined below) in effect as of such Conversion Date. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Notes without the payment of additional consideration by the holder thereof (the "CONVERSION PRICE") shall initially be $5.415. Such initial Conversion Price and the rate at which the Notes may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

HOLDER'S RIGHT TO CONVERT. At Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by a Holder upon conversion pursuant to the terms hereof at any time after shall not exceed a number that, when added to the date hereof total number of shares of Common Stock deemed beneficially owned at such time by such Holder (other than by virtue of the ownership of securities or rights to acquire securities (including the Debentures and provided Warrants) that have limitations on the Holder's right to convert, exercise or purchase similar to the limitation set forth herein), together with all filings shares of Common Stock deemed beneficially owned at such time (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) by the holder Holder's "affiliates" (as defined in Rule 144 of this Note, if any, to the Act) ("AGGREGATION PARTIES" that would be made aggregated for purposes of determining whether a group under Section 13(d) of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Securities Exchange Act of 1976, 1934 as amended, as required with respect to such holder by Section 2.23 exists, would exceed 9.99% of the Noteholders Agreement dated total issued and outstanding shares of the date hereof Common Stock (as such agreement may be amended, supplemented or otherwise modified from time to time, the "NOTEHOLDERS AGREEMENTRESTRICTED OWNERSHIP PERCENTAGE"). Each Holder shall have the right (w) have been made and all related waiting periods applicable to the holder of this Note have expired or have been terminated early, the Face Amount of this Note plus all accrued and unpaid interest and Payments thereon shall be convertible, in whole or in part (subject to Section 16 hereof), at the option of the holder thereof, at any time and from time to time into fully paid to reduce its Restricted Ownership Percentage immediately upon notice to the Company and nonassessable shares (x) (subject to waiver) at any time and from time to time, to increase its Restricted Ownership Percentage immediately upon notice to the Company in the event of the announcement as pending or planned, of a Sale of the Company's Common Stock. For this purpose, par value $.0001 per share (any material modification of the "COMMON STOCK") at terms of a Sale of the then effective Conversion Rate (as defined below) (each such conversion, Company will be deemed to result in a "HOLDER'S OPTIONAL CONVERSION")new Sale of the Company. The "CONVERSION RATE", as Company shall provide all Holders with the later of any Conversion Date (as defined below), shall equal an amount determined by dividing (i) the portion 20 days' prior written notice of any such Sale of the Face Amount proposed Company, to be converted into common stock outstanding on such date, plus the ratable portion extent the Company has prior knowledge of any accrued and unpaid interest and Payments on a Sale of the Notes proposed to be converted into common stock, by Company; or (ii) notice on the Conversion Price day immediately following the Company's receipt of notice of, or entering into a definitive agreement with respect to, any such transaction, but only after, in the case of (as defined belowi) in effect as of and (ii), such Conversion Date. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion Sale of the Notes without the payment of additional consideration by the holder thereof (the "CONVERSION PRICE") shall initially be $5.415. Such initial Conversion Price and the rate at which the Notes may be converted into shares of Common Stock, shall be subject to adjustment as provided belowCompany has been publicly disclosed.

HOLDER'S RIGHT TO CONVERT. Holder shall have the option to convert this Note as (i) At any time after the date hereof and provided that all filings by the holder of this Note, if any, to be made under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, as required with respect to such holder by Section 2.23 eighteen (18) month anniversary of the Noteholders date of the Agreement dated the date hereof (as such agreement may be amended, supplemented or otherwise modified from time to time, the "NOTEHOLDERS AGREEMENT") have been made and all related waiting periods applicable prior to the holder of this Note fifth Trading Day prior to the Final Maturity Date, Holder shall have expired or have been terminated early, the right to convert the Face Amount of this Note plus all accrued and unpaid interest and Payments thereon shall be convertibleNote, in whole or in part (subject to Section 16 hereof)part, at the option of the holder thereofHolder hereof, at any time within the period specified above and from time to time into a number of fully paid paid, nonassessable and nonassessable authorized but unissued shares of Common Stock determined by dividing (x) the Company's Common Stock, par value $.0001 per share Face Amount proposed to be converted at such date by (the "COMMON STOCK"y) at the then effective Conversion Rate Price (as defined below) on the Conversion Date (as defined below) (each such conversion, an “Optional 18-Month Conversion”); (ii) At any time if a "HOLDER'S OPTIONAL CONVERSION"). The "CONVERSION RATE"Change of Control occurs prior to the Final Maturity Date, as then the Company shall provide Holder written notice of such Change of Control at least twenty (20) days prior to the consummation of such Change of Control and Holder shall have the right to convert the Face Amount of this Note, in whole or in part, at the option of Holder, at any Conversion Date time and from time to time until the fifteenth (as defined below)15th) day following receipt of such notice of such Change of Control, shall equal an amount into a number of fully paid, nonassessable and authorized but unissued shares of Common Stock determined by dividing (ix) the portion of the Face Amount proposed to be converted into common stock outstanding on at such date, plus date by (y) the ratable portion of any accrued and unpaid interest and Payments then effective Conversion Price on the Notes Conversion Date (such conversion, an “Optional COC Conversion”); or (iii) At any time if an Event of Default has occurred and is continuing, subject to Section 5(c) hereof, Holder shall have the right to convert the Face Amount of this Note, in whole or in part, at the option of Holder, at any time and from time to time while such Event of Default is continuing, into a number of fully paid, nonassessable and authorized but unissued shares of Common Stock determined by dividing (x) the Face Amount proposed to be converted into common stock, at such date by (iiy) the then effective Conversion Price on the Conversion Date (as defined below) such conversion, an “Optional EOD Conversion”, and together with an Optional 18-Month Conversion and an Optional COC Conversion, “Holder's Optional Conversion”). In the event of a Holder's Optional Conversion, all accrued interest in effect as respect of the Face Amount converted in connection with such Holder's Optional Conversion Date. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion cancelled without any obligation of the Notes without the payment of additional consideration by the holder thereof (the "CONVERSION PRICE") shall initially be $5.415. Such initial Conversion Price and the rate at which the Notes may be converted into shares of Common Stock, shall be subject to adjustment as provided belowCompany.

HOLDER'S RIGHT TO CONVERT. At any time after the date hereof and provided that all filings by the holder of this Note, if any, to be made under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, as required with respect to such holder by Section 2.23 of the Noteholders Agreement dated the date hereof (as such agreement may be amended, supplemented or otherwise modified from time to time, the "NOTEHOLDERS AGREEMENT"i) have been made and all related waiting periods applicable to the holder The principal amount of this Note have expired or have been terminated early, the Face Amount of this Note plus all accrued and unpaid interest and Payments thereon shall be convertible, in whole or in part (subject to Section 16 hereof), at the option of the holder thereofHolder, subject to Section 7(a)(ii), at any time and time, or from time to time time, into fully paid and nonassessable that number of shares of common stock of the Company's Common StockBorrower, $0.01 par value $.0001 per share (the "COMMON STOCK") at “Common Stock”), equal to a fraction, the then effective Conversion Rate numerator of which is the amount of the then-outstanding principal balance of the Note and the denominator of which is $8.00 as adjusted as provided below (as defined below) (each such conversionso adjusted, a "HOLDER'S OPTIONAL CONVERSION"the “Conversion Price”). The "CONVERSION RATE", as of any Conversion Date (as defined below), shall equal an amount determined by dividing (i) the portion of the Face Amount proposed to be converted into common stock outstanding on such date, plus the ratable portion of any accrued and unpaid interest and Payments on the Notes proposed to be converted into common stock, by . (ii) The option to convert into shares of Common Stock (the “Conversion Price Option”) shall be exercised by the Majority Lenders (as defined belowA) giving written notice to the Borrower, at its principal corporate office (including via facsimile or e-mail), of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock issuable upon conversion are to be issued (“Conversion Shares”) and (B) surrendering this Note for such purpose to the Borrower, or at any place where the Borrower shall maintain a transfer agent for its Common Stock. At the time of the delivery of the notice referred to in clause (A) above, the individual, limited liability company, partnership, joint venture, corporation, trust, unincorporated organization or other entity (each, a “Person”) in effect as of such Conversion Date. The Conversion Price at which whose name any certificate for shares of Common Stock shall be deliverable issuable upon such conversion of the Notes without the payment of additional consideration by shall be deemed to be the holder thereof (the "CONVERSION PRICE") shall initially be $5.415. Such initial Conversion Price and the rate at which the Notes may be converted into of record of such shares of Common StockStock on such date, notwithstanding that the share register of the Borrower shall then be closed or that the certificates representing such Common Stock shall not then be actually delivered to such Person, provided that the original Note is received by the Borrower (or its transfer agent) within two (2) Business Days thereafter. In all other cases, the Person in whose name any certificate shall be issuable upon such conversion shall be deemed to be the holder of record of such shares of Common Stock on the date of the surrender referred to in clause (B) above. The date on which a conversion shall be deemed effective in accordance with the provisions hereof shall be defined as the “Conversion Date”. The principal balance of the Note shall be deemed paid in its entirety on the Conversion Date. Holder acknowledges and agrees that the Conversion Option, when and if exercised by the Majority Lenders, shall be subject binding on the Holder, whether or not the Holder consented thereto. (iii) The Borrower shall deliver, or cause to adjustment as provided belowbe delivered, to the converting holder a physical certificate or certificates representing the number of Conversion Shares being acquired upon the conversion of this Note not later than ten (10) Business Days after the applicable Conversion Date.

HOLDER'S RIGHT TO CONVERT. Holder shall have the option to convert this Note as (i) At any time after the date hereof twelve (12) month anniversary of the Issue Date and provided that all filings by prior to the holder fifth Trading Day prior to the Final Maturity Date, Holder shall have the right to convert the then applicable Balance of this Note, if any, to be made under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, as required with respect to such holder by Section 2.23 of the Noteholders Agreement dated the date hereof (as such agreement may be amended, supplemented or otherwise modified from time to time, the "NOTEHOLDERS AGREEMENT") have been made and all related waiting periods applicable to the holder of this Note have expired or have been terminated early, the Face Amount of this Note plus all accrued and unpaid interest and Payments thereon shall be convertible, in whole or in part (subject to Section 16 hereof)part, at the option of the holder thereofHolder hereof, at any time within the period specified above and from time to time into a number of fully paid paid, nonassessable and nonassessable authorized but unissued shares of Common Stock determined by dividing (x) the Company's Common Stock, par value $.0001 per share Balance proposed to be converted at such date by (the "COMMON STOCK"y) at the then effective Conversion Rate Price (as defined below) on the Conversion Date (as defined below) (each such conversion, an “Optional 12-Month Conversion”); (ii) At any time if a "HOLDER'S OPTIONAL CONVERSION"). The "CONVERSION RATE"Change of Control occurs prior to the Final Maturity Date, as then the Company shall provide Holder written notice of such Change of Control at least twenty (20) days prior to the consummation of such Change of Control and Holder shall have the right to convert the then applicable Balance of this Note, in whole or in part, at the option of Holder, at any Conversion Date time and from time to time until the fifteenth (as defined below)15th) day following receipt of such notice of such Change of Control, shall equal an amount into a number of fully paid, nonassessable and authorized but unissued shares of Common Stock determined by dividing (ix) the portion of the Face Amount Balance proposed to be converted into common stock outstanding on at such date, plus date by (y) the ratable portion of any accrued and unpaid interest and Payments then effective Conversion Price on the Notes Conversion Date (such conversion, an “Optional COC Conversion”); or (iii) At any time if an Event of Default has occurred and is continuing, subject to Section 5(c) hereof, Holder shall have the right to convert the then applicable Balance of this Note, in whole or in part, at the option of Holder, at any time and from time to time while such Event of Default is continuing, into a number of fully paid, nonassessable and authorized but unissued shares of Common Stock determined by dividing (x) the Balance proposed to be converted into common stock, at such date by (iiy) the then effective Conversion Price on the Conversion Date (as defined below) in effect as of such conversion, an “Optional EOD Conversion”, and together with an Optional 12-Month Conversion Date. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Notes without the payment of additional consideration by the holder thereof (the "CONVERSION PRICE") shall initially be $5.415. Such initial Conversion Price and the rate at which the Notes may be converted into shares of Common Stockan Optional COC Conversion, shall be subject to adjustment as provided below“Holder's Optional Conversion”).