Common use of Conversion; Conversion Price Clause in Contracts

Conversion; Conversion Price. At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted divided by the Conversion Price. The “Conversion Price” shall be equal to the lesser of (i) $2.10, or (ii) 80% of the average of the 3 lowest Volume Weighted Average Prices during the 18 Trading Days prior to Holder’s election to convert (the percentage figure being a “Discount Multiplier”). The Company reserves the right to increase the number of Trading Days in clause (ii) above, as it deems appropriate. If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price per share of the Company’s Common Stock is below $0.38 (the “Floor Price”), subject to adjustment as set forth in Section 3.7, the Company shall have the right, within two (2) Business Days after the Company’s receipt of such Conversion Notice, to prepay that portion of the Debenture that H▇▇▇▇▇ elected to convert, plus any accrued and unpaid interest, at 118% of such amount. In the event that the Company fails to prepay such portion of the Debenture by the delivery of such cash prepayment amount to Holder within two (2) Business Days after the Company’s receipt of such Conversion Notice, the Company shall no longer have the right to prepay such portion of the Debenture in lieu of honoring the Conversion Notice and shall issue to Holder the applicable Common Stock Issued at Conversion set forth in the Conversion Notice under the terms of this Debenture. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion Notice.

Conversion; Conversion Price. At 4.1 Subject to the option provisions of this Section 4, at any time during the period commencing with the consummation of the Holderfirst firm-commitment underwritten public offering by Issuer or a related issuing entity which includes the Business (in either case, the “Publicly Traded Entity”) of its common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (an “IPO”), the Holder of this Debenture Note may be convertedchoose to convert the outstanding principal amount of this Note, either in whole or in part, up to plus any unpaid accrued interest into common stock (the full Principal Amount hereof into “Common Shares (calculated as to Stock”) of such Publicly Traded Entity; provided that each such conversion shall be in an amount of not less than $10,000,000. 4.2 In order to exercise the conversion option, the Holder shall surrender this Note to the nearest 1/100th Issuer together with a written notice of election to convert, completed and signed by Holder and such instruments of transfer as may be reasonably required by Issuer. As promptly as practicable after the surrender by Holder of this Note, the Issuer shall issue additional shares of Issuer’s common stock to the Publicly Traded Entity in exchange for shares of Common Stock of such Publicly Traded Entity, which Common Stock evidenced by a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The certificate or certificates for the whole number of shares of Common Shares into which Stock issuable upon the conversion of this Debenture may Note in accordance with the provisions of this Section 4, will be converted is equal delivered by Issuer to Holder or on Holder’s written order, Holder’s transferees. 4.3 The rights of the Holder of this Note to exercise such conversion option are limited to the dollar amount extent that such conversion, together with any prior or concurrent conversion of Notes, will result in the issuance of Common Stock representing, in the aggregate, more than seventeen percent (17%) of the Debenture being converted divided by fully diluted equity of the Conversion Price. Publicly Traded Entity calculated at the time of the first such conversion. 4.4 The conversion price shall be the per share offering price for the Common Stock of the Publicly Traded Entity in the IPO (the “Conversion Price” shall be equal ”). 4.5 It is understood that the certificates evidencing the Common Stock issuable upon the conversion of the Note may bear legends pursuant to the lesser provisions of (i) $2.10, or (ii) 80% Section 7.09 of the average of the 3 lowest Volume Weighted Average Prices during the 18 Trading Days prior to Holder’s election to convert (the percentage figure being a “Discount Multiplier”). The Company reserves the right to increase the number of Trading Days in clause (ii) above, as it deems appropriate. If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price per share of the Company’s Common Stock is below $0.38 (the “Floor Price”), subject to adjustment as set forth in Section 3.7, the Company shall have the right, within two (2) Business Days after the Company’s receipt of such Conversion Notice, to prepay that portion of the Debenture that H▇▇▇▇▇ elected to convert, plus any accrued and unpaid interest, at 118% of such amount. In the event that the Company fails to prepay such portion of the Debenture by the delivery of such cash prepayment amount to Holder within two (2) Business Days after the Company’s receipt of such Conversion Notice, the Company shall no longer have the right to prepay such portion of the Debenture in lieu of honoring the Conversion Notice and shall issue to Holder the applicable Common Stock Issued at Conversion set forth in the Conversion Notice under the terms of this Debenture. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion NoticePurchase Agreement.

Conversion; Conversion Price. At 4.1 Subject to the option provisions of this Section 4, at any time during the period commencing with the later to occur of (i) the consummation of the Holderfirst firm-commitment underwritten public offering by Issuer or a related issuing entity which includes the Business (in either case, the “Publicly Traded Entity”) of its common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (an “IPO”) or (ii) the day after the one-year anniversary of the issuance of this Debenture may be convertedNote, through and including the Maturity Date, either the Issuer or the Holder of this Note may choose to convert the outstanding principal amount of this Note, in whole or in part, up to plus any unpaid accrued interest into common stock (the full Principal Amount hereof into “Common Shares (calculated as to Stock”) of such Publicly Traded Entity; provided that each such conversion shall be in an amount of not less than $10,000,000. 4.2 In order to exercise the conversion option, (a) the Holder shall surrender this Note to the nearest 1/100th Issuer together with a written notice of a share)election to convert, at completed and signed by Holder and such instruments of transfer as may be reasonably required by Issuer; or (b) the Issuer shall send written notice to the Holder of the exercise by Issuer of the its right to convert this Note, plus any time and from time to time on any Business Dayunpaid accrued interest, subject to compliance with Section 3.2. The setting forth the number of shares of Common Shares Stock into which this Debenture may Note, together with unpaid accrued interest, shall be converted is equal using the Conversion Price (as defined below) in effect as of the date of such notice. In either case, as promptly as practicable after the surrender by Holder of this Note, the Issuer shall issue additional shares of Issuer’s common stock to the dollar amount Publicly Traded Entity in exchange for shares of Common Stock of such Publicly Traded Entity, which Common Stock evidenced by a certificate or certificates for the whole number of shares of Common Stock issuable upon the conversion of this Note in accordance with the provisions of this Section 4, will be delivered by Issuer to Holder or on Holder’s written order, Holder’s transferees. 4.3 The Holder of this Note may not exercise such conversion option to the extent that such conversion, together with any prior or concurrent conversion of Notes, will result in the issuance of Common Stock representing, in the aggregate, more than seventeen percent (17%) of the Debenture being converted divided by fully diluted equity of the Conversion Price. Publicly Traded Entity calculated at the time of the first such conversion. 4.4 The conversion price shall be the per share offering price for the Common Stock of the Publicly Traded Entity in the IPO (the “Conversion Price” shall be equal ”). 4.5 It is understood that the certificates evidencing the Common Stock issuable upon the conversion of the Note may bear legends pursuant to the lesser provisions of (i) $2.10, or (ii) 80% Section 7.09 of the average of the 3 lowest Volume Weighted Average Prices during the 18 Trading Days prior to Holder’s election to convert (the percentage figure being a “Discount Multiplier”). The Company reserves the right to increase the number of Trading Days in clause (ii) above, as it deems appropriate. If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price per share of the Company’s Common Stock is below $0.38 (the “Floor Price”), subject to adjustment as set forth in Section 3.7, the Company shall have the right, within two (2) Business Days after the Company’s receipt of such Conversion Notice, to prepay that portion of the Debenture that H▇▇▇▇▇ elected to convert, plus any accrued and unpaid interest, at 118% of such amount. In the event that the Company fails to prepay such portion of the Debenture by the delivery of such cash prepayment amount to Holder within two (2) Business Days after the Company’s receipt of such Conversion Notice, the Company shall no longer have the right to prepay such portion of the Debenture in lieu of honoring the Conversion Notice and shall issue to Holder the applicable Common Stock Issued at Conversion set forth in the Conversion Notice under the terms of this Debenture. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion NoticePurchase Agreement.