Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. Effective as of the closing (the “Mandatory Conversion Date”) of a Qualified Financing (as defined below), any and all outstanding principal and accrued Interest represented by this Note shall automatically (without further act or deed of the Holder or the Company) convert (the “Mandatory Conversion”) into the type of securities of the Company issued by the Company in the Qualified Financing (the “Qualified Financing Stock”) by dividing (x) the outstanding principal balance under this Note as of the Mandatory Conversion Date by (y) a conversion price which shall be equal to the lesser of (i) the price per share at which the Company sells a share of Qualified Financing Stock in the Qualified Financing or (ii) the Conversion Price (as defined in Section 3.2(a)). A “Qualified Financing” shall occur when both (1) a sale by the Company of shares of equity of the Company to one or more purchasers generates not less than gross proceeds to the Company of $5,000,000 closing within one hundred twenty (120) days of the Issuance Date, and (2) the investors in such Qualified Financing are issued either convertible preferred stock or fixed price convertible notes of the Company. The Company shall cause notice of the Mandatory Conversion (the “Mandatory Conversion Notice”) to be mailed to the Holder, at such Holder’s address, at least ten (10) days prior to the Mandatory Conversion Date. On or before the Mandatory Conversion Date, the Holder shall surrender this Note at the place designated in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Qualified Financing Stock which shall be issuable on such conversion shall be issued. Notwithstanding the foregoing provisions of this Section 3.1(b), the Holder may convert any portion of this Note pursuant to Section 3.1(a) on or prior to the date immediately preceding the date of such Mandatory Conversion.

Mandatory Conversion. Effective as of Upon the closing (the “Mandatory Conversion Date”) consummation of a Qualified Financing Qualifying Fundraising, the entire outstanding amount of this Debenture (as defined below), any and all outstanding principal and accrued Interest represented by this Note interest) shall automatically (without further act or deed be converted into fully-paid and non-assessable shares of the Holder or the Company) convert (the “Mandatory Conversion”) into the type of securities capital stock of the Company as issued in the Qualifying Fundraising at a price no higher than the price to be paid by the Company in the Qualified Financing (the “Qualified Financing Stock”) by dividing (x) the outstanding principal balance under this Note as holders of the Mandatory Conversion Date by (y) a conversion price which shall be equal to the lesser of (i) the price per share at which the Company sells a share of Qualified Financing Series C Preferred Stock in the Qualified Financing or (ii) the Conversion Price (as defined in Section 3.2(a)). A “Qualified Financing” shall occur when both (1) a sale by the Company of shares of equity of the Company participating in the Qualifying Fundraising, and otherwise on the same terms and conditions, as agreed upon by the other subscribers to one or more purchasers generates not the Qualifying Fundraising, but in no event less than gross proceeds to the terms and conditions agreed upon by the holders of Series C Preferred Stock of the Company participating in the Qualifying Fundraising. In case these terms and conditions would materially differ from the terms and conditions as set forth in the Term Sheet between the Company and Creafund NV signed on June 19, 2002, the Lender can, at its sole discretion, require that the shares resulting from the conversion have the same terms and conditions as set forth in the aforementioned Term Sheet. For the purpose of $5,000,000 closing within one hundred twenty (120) days of this Debenture, the Issuance Date, and (2) shares resulting from the investors in such Qualified Financing are issued either convertible preferred stock or fixed price convertible notes of the Companymandatory conversion will be referred to as Preferred Stock. The Company shall cause notice of the Mandatory Conversion (the “Mandatory Conversion Notice”) mandatory conversion to be mailed to the HolderLender, at such Holder’s addressthe Lender's address appearing in the Debenture Register (as defined in Section 8(a) below), at least ten (10) days prior to the Mandatory Conversion Datedate fixed for mandatory conversion of this Debenture. On or before the Mandatory Conversion Datedate fixed for mandatory conversion, the Holder holder shall surrender this Note Debenture at the place designated in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Qualified Financing Preferred Stock which shall be issuable on such conversion shall be issued. Notwithstanding the foregoing provisions For purposes of this Section 3.1(b)Debenture, a Qualifying Fundraising shall mean (i) a Qualifying Subscription and (ii) the Holder may convert any portion consummation of this Note pursuant to Section 3.1(a) the equity financing of the Company contemplated by the Qualifying Subscription by the close of business on or prior to the date immediately preceding the date of such Mandatory ConversionFebruary 28, 2003.

Mandatory Conversion. Effective as In the event of the closing (by the “Mandatory Conversion Date”) Company of a Qualified Financing (as defined below)) on or before the Applicable Maturity Date, any and all outstanding principal and accrued Interest represented by this Note shall automatically (without further act or deed of the Holder or shall have the Company) obligation to convert (the “Mandatory Maturity Conversion”) all of the then-outstanding principal of this Note, together with any accrued and unpaid interest thereon, on a dollar-for-dollar basis into the type of securities of the Company being issued by the Company and sold in the Qualified Financing (the “Qualified Financing StockConversion Securities”) by dividing (x) the outstanding principal balance under this Note as of the Mandatory Conversion Date by (y) at a conversion price which shall be equal to 50% of the lesser of (i) the purchase price per share at which or unit of the Company sells a share of Qualified Financing Stock Conversion Securities paid in the Qualified Financing or and otherwise on the terms and conditions of the Qualified Financing. The Company shall give the Holder at least three days’ notice (iithe “Financing Notice”) of the Conversion Price (as defined in Section 3.2(a))anticipated closing of a Qualified Financing, and any such conversion shall take place concurrently with the closing thereof. A “Qualified Financing” shall occur when both (1) a sale by mean the Company closing of shares of equity of the Company to one or more purchasers generates not less than investments in which either the Company receives gross proceeds totaling at least $7,000,000 in exchange for equity securities. In the event that this Note is converted in accordance with this Section 2(a), then the Holder shall become party to the Company of $5,000,000 closing within one hundred twenty (120) days of the Issuance Datea securities purchase agreement, in customary form, and (2) all related agreements, along with the investors participating in such Qualified Financing are issued either convertible preferred Financing. Alternatively, if at the time of a Qualified Financing, the 50% conversion discount set forth above is greater than $0.04, then Holder may elect to convert the Note and any accrued but unpaid interest into the common stock or fixed of Company at the price convertible notes of $0.04. Notwithstanding the Company. The Company shall cause notice foregoing, in lieu of the Mandatory Conversion Conversion, the Company shall have the right to prepay this Note, in which case the Company shall give notice of such payment or prepayment (the “Mandatory Conversion Payment Notice”) to be mailed to and prepay the Holder, at such Holder’s address, at least ten (10) days prior to the Mandatory Conversion Date. On or before the Mandatory Conversion Date, the Holder shall surrender this Note at the place designated in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Qualified Financing Stock which shall be issuable on such conversion shall be issued. Notwithstanding the foregoing provisions of this Section 3.1(b), the Holder may convert any portion of this Note pursuant to Section 3.1(a) on or prior to the date immediately preceding all accrued interest within three business days from the date of such Mandatory Conversionthe Payment Notice.

Mandatory Conversion. Effective as of the closing (the “Mandatory Conversion Date”) of a Qualified Financing (as defined below), any and all outstanding principal and accrued Interest represented by this Note shall automatically (without further act or deed of the Holder or the Company) convert (the ““ Mandatory ConversionConversion ”) into the type of securities of the Company issued by the Company in the Qualified Financing (the ““ Qualified Financing StockStock ”) by dividing (x) the outstanding principal balance under this Note as of the Mandatory Conversion Date by (y) a conversion price which shall be equal to the lesser of (i) the price per share at which the Company sells a share of Qualified Financing Stock in the Qualified Financing or (ii) the Conversion Price (as defined in Section 3.2(a)) ). A ““ Qualified FinancingFinancing ” shall occur when both (1) a sale by the Company of shares of equity of the Company to one or more purchasers generates not less than gross proceeds to the Company of $5,000,000 closing within one hundred twenty (120) days of the Issuance Date, and (2) the investors in such Qualified Financing are issued either convertible preferred stock or fixed price convertible notes of the Company. The Company shall cause notice of the Mandatory Conversion (the ““ Mandatory Conversion NoticeNotice ”) to be mailed to the Holder, at such Holder’s address, at least ten (10) days prior to the Mandatory Conversion Date. On or before the Mandatory Conversion Date, the Holder shall surrender this Note at the place designated in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Qualified Financing Stock which shall be issuable on such conversion shall be issued. Notwithstanding the foregoing provisions of this Section 3.1(b)) , the Holder may convert any portion of this Note pursuant to Section 3.1(a) on or prior to the date immediately preceding the date of such Mandatory Conversion.

Mandatory Conversion. Effective as of on the closing (the “Mandatory Conversion Date”) of a Qualified Financing (as defined below)Public Offering, any and all outstanding principal and accrued Interest represented by this Note the Qualified Public Offering Conversion Amount shall automatically (without further act or deed of the Holder or the Company) convert (the “Mandatory Conversion”) into such number of shares of Common Stock as shall equal the type quotient of securities of the Company issued by the Company in (i) the Qualified Financing (the “Qualified Financing Stock”) by dividing (x) the Public Offering Conversion Amount outstanding principal balance under this Note as of and including the Mandatory Conversion Date Date, divided by (yii) a conversion price which shall be equal to the lesser lowest of (i) the Conversion Price on the Mandatory Conversion Date, and (ii) eighty percent (80%) of the lowest of (x) the price per share at which the Company sells a share of Qualified Financing Stock in the Qualified Financing or (ii) the Conversion Price (as defined in Section 3.2(a)). A “Qualified Financing” shall occur when both (1) a sale by the Company of shares of equity of the Company to one or more purchasers generates not less than gross proceeds to the Company of $5,000,000 closing within one hundred twenty (120) days of the Issuance DateCommon Stock, and (2y) the investors lowest conversion price, exercise price or exchange price of any Common Stock Equivalents, if any, sold and or issued to the public in such a Qualified Financing are issued either convertible preferred stock Public Offering, if any, up to the Beneficial Ownership Limitation as set forth in Section 4(e). Notwithstanding anything to the contrary provided herein or fixed elsewhere, the conversion price convertible notes of any portion this Note that the Holder is not able to convert into Conversion Shares as a result of the CompanyBeneficial Ownership Limitation, shall following the Mandatory Conversion Date, be the Qualified Public Offering Conversion Price. The Company shall cause notice of the Mandatory Conversion (the “Mandatory Conversion Notice”) to be mailed to the Holder, at such HolderXxxxxx’s address, at least ten (10) days prior to the Mandatory Conversion Date. On or before the Mandatory Conversion Date, the Holder shall surrender this Note at the place designated in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Qualified Financing Stock which shall be issuable on such conversion shall be issued. Notwithstanding the foregoing provisions of this Section 3.1(b4(c), the Holder may convert any portion of this Note pursuant to Section 3.1(a4(a) on or prior to the date immediately preceding the date of such Mandatory Conversion.

Mandatory Conversion. Effective as Provided all of the closing (Equity Conditions are satisfied prior to or simultaneously with the “Mandatory Conversion Date”) of a Qualified Financing (as defined below), any and all Offering then the outstanding principal and accrued Interest represented by interest on this Note and all of the Other Notes shall automatically (convert without the requirement of any further act or deed action on behalf of the Holder or Holder, into Ordinary Shares of the Company) convert Borrower at a conversion price (the “Mandatory ConversionConversion Price”) into the type of securities of the Company issued by the Company in the Qualified Financing (the “Qualified Financing Stock”) by dividing (x) the outstanding principal balance under this Note as of the Mandatory Conversion Date by (y) a conversion price which shall be equal to representing the lesser of (i) the price per share at which pre-money valuation of the Borrower on a Fully Diluted Basis of $42,500,000 immediately prior to the cashless exercise of any outstanding Series A warrants of the Company sells a share of Qualified Financing Stock identified in Schedule 3.1(g) to the Purchase Agreement and the Qualified Financing Offering, or (ii) 85% of the valuation of the Borrower in the Qualified Offering (such conversion being the “Mandatory Conversion”). In the aggregate, the Conversion Price (as defined in Section 3.2(a)). A “Qualified Financing” Shares issuable to the Holder and Other Holders upon Mandatory Conversion shall occur when both (1) a sale by represent not less than the Company amount of shares of the outstanding equity of the Company to one or more purchasers generates not less than gross proceeds to the Company of $5,000,000 closing within one hundred twenty (120) days of the Issuance Date, and (2) the investors in such Qualified Financing are issued either convertible preferred stock or fixed price convertible notes of the Company. The Company shall cause notice of the Mandatory Conversion (the “Mandatory Conversion Notice”) to be mailed to the Holder, at such Holder’s address, at least ten (10) days prior Borrower on a Fully Diluted Basis immediately subsequent to the Mandatory Conversion Dateas set forth on Schedule 1 hereto, excluding from such calculation shares underlying restricted share units to be granted to members of senior management of the Borrower in amounts no greater than those shown on Schedule 1. On or before Not later than the closing of the Qualified Offering, the Borrower will deliver to Holder a certificate from the Borrower’s transfer agent evidencing the electronic issuance to the Holder of the Conversion Shares on the Borrower’s electronic shareholders stock ledger maintained by such transfer agent. In the event Borrower fails to deliver to the Holder the foregoing certificate, the Mandatory Conversion Date, the Holder shall surrender this Note at the place designated in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Qualified Financing Stock which shall be issuable on such conversion shall be issuednot occur. Notwithstanding the foregoing provisions of this Section 3.1(b), the Holder may convert any portion Upon Mandatory Conversion of this Note pursuant to this Section 3.1(a) on or prior 4, all amounts due hereunder shall be satisfied, discharged and deemed to have been repaid in full, and any outstanding monetary obligations of the date immediately preceding Borrower towards the date of such Mandatory ConversionHolder hereunder shall be deemed satisfied in full.

Mandatory Conversion. Effective as of the closing (the “Mandatory Conversion Date”) of a Qualified Financing (as defined below), any and all outstanding principal and accrued Interest interest represented by this Note shall automatically (without further act or deed of the Holder or the Company) convert (the “Mandatory Conversion”) into the type of securities of the Company issued by the Company in the Qualified Financing (the “Qualified Financing Stock”) by dividing (x) the outstanding principal balance under this Note as of the Mandatory Conversion Date by (y) a conversion price which shall be equal to the lesser of (i) the price per share at which the Company sells a share of Qualified Financing Stock in the Qualified Financing or (ii) the Conversion Price (as defined in Section 3.2(a)). A “Qualified Financing” shall occur when both (1) a sale by the Company of shares of equity of the Company to one or more purchasers generates not less than gross proceeds to the Company of $5,000,000 2,000,000 closing within one hundred twenty (120) days of the Issuance Date, and (2) the investors in such Qualified Financing are issued either convertible preferred stock or fixed price convertible notes of the Company. The Company shall cause notice of the Mandatory Conversion (the “Mandatory Conversion Notice”) to be mailed to the Holder, at such Holder’s address, at least ten (10) days prior to the Mandatory Conversion Date. On or before the Mandatory Conversion Date, the Holder shall surrender this Note at the place designated in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Qualified Financing Stock which shall be issuable on such conversion shall be issued. Notwithstanding the foregoing provisions of this Section 3.1(b), the Holder may convert any portion of this Note pursuant to Section 3.1(a) on or prior to the date immediately preceding the date of such Mandatory Conversion.

Mandatory Conversion. Effective as of on the closing (the “Mandatory Conversion Date”) of a Qualified Financing (as defined below)Public Offering, any and all outstanding principal and accrued Interest represented by this Note the Qualified Public Offering Conversion Amount shall automatically (without further act or deed of the Holder or the Company) convert (the “Mandatory Conversion”) into such number of shares of Common Stock as shall equal the type quotient of securities of the Company issued by the Company in (i) the Qualified Financing (the “Qualified Financing Stock”) by dividing (x) the Public Offering Conversion Amount outstanding principal balance under this Note as of and including the Mandatory Conversion Date Date, divided by (yii) a conversion price which shall be equal to the lesser lowest of (i) the Conversion Price on the Mandatory Conversion Date, and (ii) eighty percent (80%) of the lowest of (x) the price per share at which the Company sells a share of Qualified Financing Stock in the Qualified Financing or (ii) the Conversion Price (as defined in Section 3.2(a)). A “Qualified Financing” shall occur when both (1) a sale by the Company of shares of equity of the Company to one or more purchasers generates not less than gross proceeds to the Company of $5,000,000 closing within one hundred twenty (120) days of the Issuance DateCommon Stock, and (2y) the investors lowest conversion price, exercise price or exchange price of any Common Stock Equivalents, if any, sold and or issued to the public in such a Qualified Financing are issued either convertible preferred stock Public Offering, if any, up to the Beneficial Ownership Limitation as set forth in Section 4(e). Notwithstanding anything to the contrary provided herein or fixed elsewhere, the conversion price convertible notes of any portion this Note that the Holder is not able to convert into Conversion Shares as a result of the CompanyBeneficial Ownership Limitation, shall following the Mandatory Conversion Date, be the Qualified Public Offering Conversion Price. The Company shall cause notice of the Mandatory Conversion (the “Mandatory Conversion Notice”) to be mailed to the Holder, at such HolderHxxxxx’s address, at least ten (10) days prior to the Mandatory Conversion Date. On or before the Mandatory Conversion Date, the Holder shall surrender this Note at the place designated in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Qualified Financing Stock which shall be issuable on such conversion shall be issued. Notwithstanding the foregoing provisions of this Section 3.1(b4(c), the Holder may convert any portion of this Note pursuant to Section 3.1(a4(a) on or prior to the date immediately preceding the date of such Mandatory Conversion.

Mandatory Conversion. Effective as In the event of the closing (by the “Mandatory Conversion Date”) Company of a Qualified Financing (as defined below)) on or before the Applicable Maturity Date, any and all outstanding principal and accrued Interest represented by this Note shall automatically (without further act or deed of the Holder or shall have the Company) obligation to convert (the “Mandatory Maturity Conversion”) all of the then-outstanding principal of this Note, together with any accrued and unpaid interest thereon, on a dollar-for-dollar basis into the type of securities of the Company being issued by the Company and sold in the Qualified Financing (the “Qualified Financing StockConversion Securities”) by dividing (x) the outstanding principal balance under this Note as of the Mandatory Conversion Date by (y) at a conversion price which shall be equal to 50% of the lesser of (i) the purchase price per share at which or unit of the Company sells a share of Qualified Financing Stock Conversion Securities paid in the Qualified Financing or and otherwise on the terms and conditions of the Qualified Financing. The Company shall give the Holder at least three days’ notice (iithe “Financing Notice”) of the Conversion Price (as defined in Section 3.2(a))anticipated closing of a Qualified Financing, and any such conversion shall take place concurrently with the closing thereof. A “Qualified Financing” shall occur when both (1) a sale by mean the Company closing of shares of equity of the Company to one or more purchasers generates not less than gross proceeds to investments (excluding the Company of $5,000,000 closing within one hundred twenty (120) days conversion of the Issuance Date, and (2) the investors in such Qualified Financing are issued either convertible preferred stock or fixed price convertible notes of the Company. The Company shall cause notice of the Mandatory Conversion (the “Mandatory Conversion Notice”) to be mailed to the Holder, at such Holder’s address, at least ten (10) days prior to the Mandatory Conversion Date. On or before the Mandatory Conversion Date, the Holder shall surrender this Note at the place designated in such notice, together with a statement of the name or names (with addressInvestor Notes) in which the certificate or certificates Company receives gross proceeds totaling at least $7,000,000 in exchange for shares equity securities. In the event that this Note is converted in accordance with this Section 2(a), then the Holder shall become party to a securities purchase agreement, in customary form, and all related agreements, along with the investors participating in such Qualified Financing. Alternatively, if at the time of a Qualified Financing Stock which shall be issuable on such Financing, the 50% conversion shall be issueddiscount set forth above is greater than $4.00, then Holder may elect to convert the Note and any accrued but unpaid interest into the common stock of Company at the price of $4.00. Notwithstanding the foregoing provisions foregoing, in lieu of this Section 3.1(b)the Mandatory Conversion, the Holder may convert any portion Company shall have the right to prepay this Note, in which case the Company shall give notice of this such payment or prepayment (the “Payment Notice”) and prepay the Note pursuant to Section 3.1(a) on or prior to the date immediately preceding together with all accrued interest within three business days from the date of such Mandatory Conversionthe Payment Notice.