Common use of Qualified Sale Clause in Contracts

Qualified Sale. The Company shall provide the holders of the Q4 2012 Notes with at least ten (10) Business Days prior written notice of the consummation of any of the following events (each such event referred to herein as a “Qualified Sale,” and each such notice being referred to herein as a “Qualified Sale Notice”): (i) a sale of common stock of the Company or a consolidation, merger or combination of the Company with or into any other entity, in each case where the holders of the Company’s voting securities immediately prior to such transaction hold less than a majority of the voting securities of the Company or such other entity immediately following such transaction, or (ii) a sale or conveyance of all or substantially all of the properties, assets, or business of the Company to any other person. Subject to Section 2.2 below, at the election of the Directing Holders by making written demand on the Company therefor within ten (10) Business Days after the date of the Qualified Sale Notice (the “Mandatory Prepayment Demand”), the principal amount of the Q4 2012 Notes then outstanding, all accrued and unpaid interest hereon and thereon, and all other amounts then owing under the terms of the Q4 2012 Notes shall become due and payable on the first Business Day which is at least thirty (30) days after the date of the Mandatory Prepayment Demand. In no event will the Company be obligated to prepay this Note if the Company shall have received a notice of conversion of this Note pursuant to Section 2.2. 1.5 Payments Due on Days other than Business Days. Any payment due under the terms of this Note on a day other than a Business Day may be made on the next succeeding Business Day, and any interest payable on such date shall include interest accrued to, but not including, such Business Day. - 2 -

Qualified Sale. The Company shall provide the holders of the Q4 Q2 2012 Notes with at least ten (10) Business Days prior written notice of the consummation of any of the following events (each such event referred to herein as a “Qualified Sale,” and each such notice being referred to herein as a “Qualified Sale Notice”): (i) a sale of common stock of the Company or a consolidation, merger or combination of the Company with or into any other entity, in each case where the holders of the Company’s voting securities immediately prior to such transaction hold less than a majority of the voting securities of the Company or such other entity immediately following such transaction, or (ii) a sale or conveyance of all or substantially all of the properties, assets, or business of the Company to any other person. Subject to Section 2.2 below, at the election of the Directing Holders by making written demand on the Company therefor within ten (10) Business Days after the date of the Qualified Sale Notice (the “Mandatory Prepayment Demand”), the principal amount of the Q4 Q2 2012 Notes then outstanding, all accrued and unpaid interest hereon and thereon, and all other amounts then owing under the terms of the Q4 Q2 2012 Notes shall become due and payable on the first Business Day which is at least thirty (30) days after the date of the Mandatory Prepayment Demand. In no event will the Company be obligated to prepay this Note if the Company shall have received a notice of conversion of this Note pursuant to Section 2.2. 1.5 Payments Due on Days other than Business Days. Any payment due under the terms of this Note on a day other than a Business Day may be made on the next succeeding Business Day, and any interest payable on such date shall include interest accrued to, but not including, such Business Day. - 2 -.

Qualified Sale. The Company shall provide the holders of the Q4 2012 Notes with at least ten (10) Business Days prior written notice of the consummation of any of the following events (each such event referred to herein as a “Qualified Sale,” and each such notice being referred to herein as a “Qualified Sale Notice”): (i) a sale of common stock of the Company or a consolidation, merger or combination of the Company with or into any other entity, in each case where the holders of the Company’s voting securities immediately prior to such transaction hold less than a majority of the voting securities of the Company or such other entity immediately following such transaction, or (ii) a sale or conveyance of all or substantially all of the properties, assets, or business of the Company to any other person. Subject to Section 2.2 below, at the election of the Directing Holders by making written demand on the Company therefor within ten (10) Business Days after the date of the Qualified Sale Notice (the “Mandatory Prepayment Demand”), the principal amount of the Q4 2012 Notes then outstanding, all accrued and unpaid interest hereon and thereon, and all other amounts then owing under the terms of the Q4 2012 Notes shall become due and payable on the first Business Day which is at least thirty (30) days after the date of the Mandatory Prepayment Demand. In no event will the Company be obligated to prepay this Note if the Company shall have received a notice of conversion of this Note pursuant to Section 2.2. 1.5 Payments Due on Days other than Business Days. Any payment due under the terms of this Note on a day other than a Business Day may be made on the next succeeding Business Day, and any interest payable on such date shall include interest accrued to, but not including, such Business Day. - 2 -.

Qualified Sale. The Company shall provide the holders of the Q4 2012 2013 Convertible Notes with at least ten (10) Business Days prior written notice of the consummation of any of the following events (each such event referred to herein as a “Qualified Sale,” and each such notice being referred to herein as a “Qualified Sale Notice”): (i) a sale of common stock of the Company or a consolidation, merger or combination of the Company with or into any other entity, in each case where the holders of the Company’s voting securities immediately prior to such transaction hold less than a majority of the voting securities of the Company or such other entity immediately following such transaction, or (ii) a sale or conveyance of all or substantially all of the properties, assets, or business of the Company to any other unaffiliated person. Subject to Section 2.2 below, at the election of the Directing Holders (as defined below) by making written demand on the Company therefor within ten five (105) Business Days after the date of the Qualified Sale Notice (the “Mandatory Prepayment Demand”), the principal amount of the Q4 2012 2013 Convertible Notes then outstanding, all accrued and unpaid interest hereon and thereon, and all other amounts then owing under the terms of the Q4 2012 2013 Convertible Notes shall become due and payable on the first Business Day which is at least thirty (30) days after the date of the Mandatory Prepayment DemandDemand (or any later date as agreed to by the Company and the Directing Holders) (or any later date as agreed to by the Company and the Directing Holders). In no event will the Company be obligated to prepay this Note if the Company shall have received a notice of conversion of this Note pursuant to Section 2.2. 1.5 Payments Due on Days other than Business Days. Any payment due under the terms of this Note on a day other than a Business Day may be made on the next succeeding Business Day, and any interest payable on such date shall include interest accrued to, but not including, such Business Day. - 2 -2.2(a).