Common use of Additional Conversion Clause in Contracts

Additional Conversion. If the Company shall have registered the shares of the Common Stock underlying the conversion of this Note and each Warrant on a registration statement declared effective by the SEC, then, if (i) the average closing price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market for five consecutive (5) trading days (the “Determination Date”) shall be greater than or equal to 125% of the IPO Price, then upon receipt of written notice from the Company that a Determination Date has occurred (the “Determination Date Notice”) the Holder shall convert into Common Stock an amount equal to twenty per cent (20%) of the average dollar trading volume for the consecutive five trading days immediately preceding the date of the Determination Date Notice (the “Maximum Amount”). Notwithstanding the immediately foregoing, the Maximum Amount shall not exceed twenty percent (20%) of the aggregate dollar trading volume of the Common Stock for the period of twenty (20) trading days immediately preceding the Determination Notice Date (the “Aggregate Maximum Amount”). In determining the Maximum Amount, any Maximum Amount conversion required hereunder shall be aggregated with all Maximum Amount conversions required under this Note and the Secured Convertible Term Note between Laurus and the Company; in no event shall the Holder convert, pursuant to this Section 3.11 any amount in excess of the Aggregate Maximum Amount. Conversions made pursuant to this Section 3.11 shall be deemed to be effective on the date of written Determination Date Notice hereunder. The Company shall not give Holder more than one Determination Date Notice during any consecutive five (5) trading day period, and no more than two (2) Determination Date Notices in any calendar month. Any principal amount of this Note that is converted pursuant to this Section 3.11 shall be deemed to constitute payments of outstanding principal.

Additional Conversion. If the Company shall have registered the shares of the Common Stock underlying 3.1 Following the conversion of this Note the Conversion Amount as provided in Section 1 above and each Warrant on a registration statement declared effective by the SECcompletion of the Capital Raise, thenthe Parties agree to convert the remaining Indebtedness Amount into Common Shares; provided, if that (i) the amount to be converted shall be determined by the Lender in its discretion, with the closing of any such additional conversion to occur upon three business days prior notice by the Lender to the Company, (ii) the conversion price for such additional conversion shall be determined based on the average closing price of the Common Stock as reported by Bloomberg, L.P. Shares on the Principal Nasdaq National Market for five consecutive (5) trading days (the “Determination Date”) shall be greater than or equal to 125% of the IPO Price, then upon receipt of written notice from the Company that a Determination Date has occurred (the “Determination Date Notice”) the Holder shall convert into Common Stock an amount equal to twenty per cent (20%) of the average dollar trading volume for the consecutive five trading days immediately preceding prior to such notice and (iii) the date of Lender’s Ownership Interest (as defined below) immediately after the Determination Date Notice conversion shall not exceed 19.99% (the “Maximum AmountOwnership Cap”). Notwithstanding Thereafter, the immediately Lender may or may not, in its sole discretion, further convert any portion of the remaining Indebtedness Amount into Common Shares in accordance with the foregoing, provided, that the Maximum Amount shall Lender’s Ownership Interest immediately after such additional conversion does not exceed twenty percent the Ownership Cap. 3.2 For the purposes of this Section 3, “Lender’s Ownership Interest” means the number of Common Shares beneficially owned by the Lender and its affiliates and any other persons acting as a group together therewith, which shall include the number of Common Shares issuable upon exercise of any Warrants with respect to which such determination is being made, but shall exclude the number of Common Shares which would be issuable upon (20%i) exercise of the aggregate dollar trading volume remaining, nonexercised portion of any Warrants beneficially owned by the Lender or any of its affiliates and any other persons acting as a group together therewith and (ii) exercise or conversion of the Common Stock for unexercised or nonconverted portion of any other securities of the period Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Lender or its affiliates and any other persons acting as a group together therewith. For the avoidance of twenty (20) trading days immediately preceding doubt, the Determination Notice Date (the “Aggregate Maximum Amount”). In determining the Maximum Amount, any Maximum Amount conversion required calculation of ▇▇▇▇▇▇’s Ownership Interest hereunder shall be aggregated done in accordance with all Maximum Amount conversions required under this Note and the Secured Convertible Term Note between Laurus and the Company; in no event shall the Holder convert, pursuant to this Section 3.11 any amount in excess of the Aggregate Maximum Amount. Conversions made pursuant to this Section 3.11 shall be deemed to be effective on the date of written Determination Date Notice hereunder. The Company shall not give Holder more than one Determination Date Notice during any consecutive five (5) trading day period, ’s Organizational Documents and no more than two (2) Determination Date Notices in any calendar month. Any principal amount of this Note that is converted pursuant to this Section 3.11 shall be deemed to constitute payments of outstanding principalappliable law and stock exchange and other regulation.

Additional Conversion. If the Company shall have registered the shares of the Common Stock underlying the conversion of this Note and each Warrant on a registration statement declared effective by the SEC, then, if (i) the average closing price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market for five consecutive (5) trading days (the “Determination Date”) shall be greater than or equal to 125% of the IPO Price, then upon receipt of written notice from the Company that a Determination Date has occurred (the “Determination Date Notice”) the Holder shall convert into Common Stock an amount equal to twenty per cent (20%) of the average dollar trading volume for the consecutive five trading days immediately preceding the date of the Determination Date Notice (the “Maximum Amount”). Notwithstanding the immediately foregoing, the Maximum Amount shall not exceed twenty percent (20%) of the aggregate dollar trading volume of the Common Stock for the period of twenty (20) trading days immediately preceding the Determination Notice Date (the “Aggregate Maximum Amount”). In determining the Maximum Amount, any Maximum Amount conversion required hereunder shall be aggregated with all Maximum Amount conversions required under this Note and the Secured Convertible Term Note between Laurus the Holder and the Company; in no event shall the Holder convert, pursuant to this Section 3.11 any amount in excess of the Aggregate Maximum Amount. Conversions made pursuant to this Section 3.11 shall be deemed to be effective on the date of written Determination Date Notice hereunderDate. The Company shall not give Holder No more than one Determination Date Notice may occur during any consecutive five (5) trading day period, and no more than two (2) Determination Date Notices Dates may occur in any calendar month. Any principal amount of this Note that is converted pursuant to this Section 3.11 shall be deemed to constitute payments of outstanding principal.” 2. The amendment set forth above shall be effective with retroactive effect from the date first above written (the “Amendment Effective Date”) on the date when each of the Companies and ▇▇▇▇▇▇ shall have executed and each of the Companies shall have delivered to Laurus its respective counterpart to this Amendment. 3. Except as specifically set forth in this Amendment, there are no other amendments, modifications or waivers to the Loan Documents, and all of the other forms, terms and provisions of the Loan Documents remain in full force and effect. 4. Except as set forth in Schedule I hereto, each Company hereby represents and warrants to Laurus that (i) no Event of Default exists on the date hereof, after giving effect to this Amendment, (ii) on the date hereof, all representations, warranties and covenants made by each Company in connection with the Loan Documents are true, correct and complete and (iii) on the date hereof, all of the Company’s and its Subsidiaries’ covenant requirements have been met. 5. From and after the Amendment Effective Date, all references in the Loan Documents and in the other Related Agreements to the MB Note shall be deemed to be references to the MB Note, as the case may be, as modified hereby. This Amendment shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument.