Common use of Conversion of the Note Clause in Contracts

Conversion of the Note. 4.1 Subject to and upon compliance with the terms and provisions of this Note, at any time Lender or Borrower (subject to the requirements of Section 4.3) shall have the right to convert the unpaid Principal Amount of, and interest due under, this Note into shares of common stock of Borrower as set forth below. (a) At any time on or prior to the Maturity Date (or after the Maturity Date if Borrower has failed to timely repay the unpaid Principal Amount plus accrued and unpaid interest thereon on the terms of this Note), Lender shall have the option, upon L▇▇▇▇▇’s written notice to B▇▇▇▇▇▇▇, (or Borrower shall have the option, upon B▇▇▇▇▇▇▇’s written notice to Lender) to elect to convert the outstanding and unpaid Principal Amount or any portion thereof, plus, at Lender’s election (or at Borrower’s election if the Borrower elected to convert), any accrued and unpaid interest thereon (collectively, the “Conversion Amount”), into fully paid and non-assessable shares of the common stock (“Common Stock”) of Borrower at the Common Stock Conversion Price (as defined in Section 4.1(c)) (the “Common Stock Conversion”). To the extent that the entire amount due under the Note is not converted into Common Stock, the Borrower will deliver a new note with similar terms and conditions as this Note which will reflect the remaining amounts owed to Lender under this Note. (b) The number of shares of Common Stock to be issued upon conversion of this Note pursuant to this Section 4.1 shall be determined by dividing (i) the Conversion Amount by (ii) the Common Stock Conversion Price. Borrower shall issue and deliver to Lender certificates or cause book entries to be made by its transfer agent evidencing such Common Stock within five (5) business days after the Common Stock Conversion.

Conversion of the Note. 4.1 Subject The Outstanding Amount will convert into securities of ACE Convergence Acquisition Corp., a Cayman Islands exempted company that will domesticate as a Delaware corporation prior to the closing of the Transactions (as defined below) (the “Issuer”), upon the earlier to occur of the closing of the Transactions and upon compliance the closing of the first Qualified Financing (as defined below) following any termination of the Business Combination Agreement (as defined below), as applicable, in accordance with the terms and provisions following: (a) effective upon the closing of this Notethe Transactions, at any time Lender or Borrower (subject to the requirements of Section 4.3) Outstanding Amount shall have the right to convert the unpaid Principal Amount of, and interest due under, this Note automatically be converted into shares of common stock stock, par value $0.001 per share, of Borrower as set forth below. (a) At the Issuer at a conversion price of $10.00 per share, with any time on or prior resulting fraction of a share rounded down to the Maturity Date (or after the Maturity Date if Borrower has failed nearest whole share. No payment will be made to timely repay the unpaid Principal Amount plus accrued Lender in lieu of any fractional shares to which Lender would otherwise have been entitled, and unpaid interest thereon such amounts shall be extinguished without any further payment on the terms part of this Notethe Company. The “Transactions” means, collectively, the transactions contemplated by that certain Agreement and Plan of Merger, dated as of October 13, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), Lender shall have by and among the optionIssuer, upon Tempo and ACE Convergence Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of the Issuer (“Tempo Merger Sub”), pursuant to which, among other things, Tempo Merger Sub will merge with and into Tempo, with Tempo surviving such merger as a wholly owned subsidiary of the Issuer. L▇▇▇▇▇’s written notice to B▇ ▇▇▇▇▇▇▇, (or Borrower shall have the option, upon B▇▇▇▇▇▇▇’s written notice ▇ agrees to Lender) execute and become party to elect to convert the outstanding and unpaid Principal Amount or any portion thereof, plus, at Lender’s election (or at Borrower’s election if the Borrower elected to convert), any accrued and unpaid interest thereon (collectively, the “Conversion Amount”), into fully paid and non-assessable shares of the common stock (“Common Stock”) of Borrower at the Common Stock Conversion Price (as defined in Section 4.1(c)) (the “Common Stock Conversion”). To the extent all customary agreements that the entire amount due under Company reasonably requests in connection with the Note is not converted into Common Stock, Transactions. As promptly as practicable after the Borrower will deliver a new note with similar terms and conditions as this Note which will reflect the remaining amounts owed to Lender under this Note. (b) The number of shares of Common Stock to be issued upon conversion of this Note pursuant to this Section 4.1 shall be determined by dividing (i) Note, the Conversion Amount by (ii) the Common Stock Conversion Price. Borrower Company at its expense shall issue and deliver to the holder of this Note, upon surrender of this Note by Lender to the Company, a certificate or certificates for the number of full Conversion Shares issuable upon such conversion. Upon the conversion of this Note, Lender shall have no further rights under such Note, whether or cause book entries not such Note is surrendered; and (b) effective upon the closing of the first Qualified Financing (as defined below) following any termination of the Business Combination Agreement, the Outstanding Amount shall automatically be converted into shares of the same class and series of capital stock of the Company issued to other investors in the Qualified Financing (the “Conversion Shares”) at a conversion price equal to the price paid per share for the Equity Securities (as defined below) by the other investors in the Qualified Financing (the “Conversion Price”), with any resulting fraction of a share rounded down to the nearest whole share. No payment will be made to Lender in lieu of any fractional shares to which Lender would otherwise have been entitled, and such amounts shall be extinguished without any further payment on the part of the Company. The number of Conversion Shares to be made issued upon such conversion shall be equal to the quotient obtained by its transfer agent evidencing dividing the Outstanding Amount on this Note, on the date of conversion, by the Conversion Price. “Qualified Financing” means the first issuance or series of related issuances by the Company of Equity Securities following the date of this Note from which the Company receives immediately available gross proceeds of at least $35,000,000 (excluding proceeds from this Note and any other indebtedness of the Company that convert into equity in such Common Stock within financing). The Company shall notify Lender in writing of the anticipated occurrence of a Qualified Financing at least five (5) business days prior to the closing date of the Qualified Financing, notifying Lender of the conversion to be effected and the terms under which the Equity Securities of the Company are anticipated to be sold in such Qualified Financing. The issuance of Conversion Shares pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to the Equity Securities sold in the Qualified Financing. L▇▇▇▇▇ hereby agrees to execute and become party to all customary agreements that the Company reasonably requests in connection with such Qualified Financing. As promptly as practicable after the Common Stock Conversionconversion of this Note, the Company at its expense shall issue and deliver to the holder of this Note, upon surrender of this Note by Lender to the Company, a certificate or certificates for the number of full Conversion Shares issuable upon such conversion. Upon the conversion of this Note, Lender shall have no further rights under such Note, whether or not such Note is surrendered. “Equity Securities” means a series of the Company’s common stock or preferred stock issued by the Company for bona fide equity financing purposes.

Conversion of the Note. 4.1 Subject (a) The holder of this Note shall have the right, at such holder's option, at any time to and upon compliance with convert, subject to the terms and provisions of this NoteSection 1, the principal of this Note or any portion hereof into shares of Class A Common Stock, par value $.01 per share (the "Common Stock"), of the Corporation at a price of $3.50 per share or, in case of an adjustment of such price has taken place pursuant to the provisions of paragraph (d) below, then at the price as last adjusted (referred to herein as the "Conversion Price"), upon surrender of the Note to the Corporation at any time Lender or Borrower during normal business hours together with written notice (subject hereinafter referred to as the requirements of Section 4.3"Conversion Notice") shall have that the right holder elects to convert the unpaid Principal Amount of, and interest due under, this Note into such Common Stock in accordance with the provisions of this Section 1, and specifying the name or names in which the shares of common stock issuable upon conversion shall be registered, together with the addresses of Borrower as set forth belowthe persons so named, and, if any such name is different from the holder's name, shall be accompanied by a written instrument or instruments of transfer in form satisfactory to the Corporation duly executed by the registered holder and the documents described in Section 2. Upon surrender of any Note which is to be converted in part only, the Corporation shall execute and deliver to the holder thereof, at the expense of the Corporation, a new Note in principal amount equal to the unconverted portion of the Note so surrendered. (ab) At any time on or prior to the Maturity Date (or As promptly as practicable after the Maturity Date if Borrower has failed to timely repay the unpaid Principal Amount plus accrued and unpaid interest thereon on the terms surrender, as herein provided, of this Note), Lender shall have Note for conversion and the option, upon L▇▇▇▇▇’s written notice to B▇▇▇▇▇▇▇, (or Borrower shall have receipt of the option, upon B▇▇▇▇▇▇▇’s written notice to Lender) to elect to convert the outstanding and unpaid Principal Amount or any portion thereof, plus, at Lender’s election (or at Borrower’s election if the Borrower elected to convert), any accrued and unpaid interest thereon (collectivelyConversion Notice relating thereto, the “Conversion Amount”), into Corporation shall deliver to or upon the written order of the holder of the Note so surrendered certificates representing the number of fully paid and non-assessable shares of Common Stock of the common Corporation into which this Note may be converted in accordance with the provisions of this Section 1 and a new Note for any unconverted portion of the principal amount. Such conversion shall be deemed to have been made at the close of business on the date that such Note shall have been surrendered for conversion together with the Conversion Notice, so that the rights of the holder of the portion of this Note that is so converted shall cease at such time (with respect to such converted portion) and the person or persons entitled to receive the shares of Common Stock upon conversion of such Note shall be treated for all purposes as having become the record holder or holders of such shares of Common Stock at such time, and such conversion shall be at the Conversion Price in effect at such time. (c) Except as provided in paragraph (d) below, no adjustments in respect of dividends shall be made upon the conversion of any Note, (d) The Conversion Price shall be adjusted as follows: (i) In case the Corporation shall at any time (A) make a subdivision of shares of Common Stock outstanding or (B) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock. In any such case the Conversion Price in effect immediately prior to such action shall be proportionately decreased, and in case the Corporation shall at any time combine the shares of Common Stock outstanding, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. An adjustment made pursuant to this clause (i) of paragraph (d) shall, in the case of a subdivision or combination, become effective retroactively on the effective date thereof and shall, in the case of such a dividend or distribution, become effective retroactively immediately on the record date for the determination of stockholders entitled thereto. (ii) In case the Corporation shall, by dividend or otherwise, distribute to all holders of its Common Stock, or to all holders of the Corporation's Common Stock, par value $.01 per share (the "Conversion Common"), evidences of its indebtedness, shares of any class of capital stock (“other than Common Stock”), cash or assets (including securities, but excluding (A) any rights or warrants entitling the holders thereof to subscribe for or purchase shares of Borrower Common Stock or other securities at a price per share less than the fair market value thereof at the time such rights or warrants are issued, (B) any dividend or distribution paid exclusively in cash out of the retained earnings of the Corporation and (C) any dividend or distribution referred to in clause (i) above). In any such case the Conversion Price shall be reduced by multiplying the Conversion Price in effect immediately prior to the effectiveness of such distribution by a fraction, (x) the numerator of which shall be the current fair market price per share of the Common Stock Conversion Price (as defined in Section 4.1(c)) (on such date less the “Common Stock Conversion”). To fair market value of the extent portion of the evidences of indebtedness, shares of capital stock, cash and assets so distributed that the entire amount due under the Note is not converted into directly or indirectly applicable to one share of Common Stock, and (y) the Borrower will deliver a new note with similar terms and conditions as denominator of which shall be the current fair market price per share on such date. Any reduction in the Conversion Price pursuant to this Note which will reflect clause (ii) shall become effective immediately prior to the remaining amounts owed opening of business on the day following the date fixed for the determination of stockholders entitled to Lender under this Notereceive such distribution. (biii) The In case the Corporation shall issue capital stock at a net price per share or unit less than the fair market value per share of such capital stock or unit on the date the Corporation fixes the offering price of such additional shares or units. In any such case the Conversion Price shall be reduced immediately thereafter so that it shall be equal to the price determined by multiplying the Conversion Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such additional capital stock or units plus the number of shares of Common Stock that would be purchased (at the then current fair market value per share of the Common Stock) with the aggregate sales price of the shares of additional capital stock or units so issued, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares or units plus the number of shares of Common Stock that would be purchased (at the then current fair market value per share of the Common Stock) with the aggregate sales price that would have been received by the Corporation for such shares of additional shares of capital stock or units if they had been offered and sold at their fair market value, Such adjustment shall be made successively whenever such an issuance is made. For purposes of this clause (iii) the number of shares of stock at any time outstanding shall not include shares held in the treasury of the Corporation, but shall include shares issuable in respect of script certificates issued in lieu of fractions of shares of Common Stock. This clause (iii) shall not apply to (A) Common Stock issued under bona fide benefit plans adopted by the Board of Directors for the benefit of the Corporation's directors, employees, consultants and advisors and, to the extent required by law, approved by the holders of Common Stock, (B) issuances of shares of stock upon the exercise of rights or options or the conversion of convertible securities where the exercise price of such rights or options or the conversion price of such convertible securities was at or above the fair market price per share of such securities at the time such rights, options or convertible securities were initially issued, (C) issuances of equity securities (including options for and securities convertible into equity securities) at a price committed to (whether such commitment is legally binding or not) in connection with a proposed transaction where the price so committed to was at or above the fair market price of such securities at the time of such commitment and the securities are actually issued within six months after the date of such commitment. Until such time as the Common Stock is publicly traded, the fair market price of the Corporation's securities, and all other determinations of fair market value required by this paragraph (d), shall be as determined by the Board of Directors of the Corporation in good faith, which determination shall be described in a resolution of the Board of Directors. (e) Whenever the Conversion Price is adjusted, pursuant to paragraph (d) above, the Corporation shall promptly cause a notice to be issued given to the holder of this Note at its address appearing on the Note registry books, which notice will state the adjusted Conversion Price, the number of shares of Common Stock or other securities, cash or property issuable upon conversion of this Note resulting from such adjustment, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (f) No fractional shares or script representing fractional shares shall be issued upon the conversion of this Note and, if the conversion of the Note results in a fraction, in lieu of any such fractional share the Company shall pay cash equal to such fraction multiplied by the then effective Conversion Price. (g) In case of any reorganization, reclassification or change of outstanding shares of Common Stock issuable upon conversion of the Notes (including any conversion of Common Stock into the Conversion Common pursuant to this Section 4.1 the Corporation's Certificate of Incorporation) or in case of any consolidation or merger of the Corporation with or into another corporation (other than a merger in which the Corporation is the continuing corporation and which does not result in any reclassification or change of outstanding shares of Common Stock) or in case of any sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety, then prior to and as a condition to any such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be determined made whereby the holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification, change, consolidation, merger, sale or conveyance by dividing a holder of the number of shares of Common Stock of the Corporation into which such Note might have been converted immediately prior to such reorganization, reclassification, change, consolidation, merger, sale or conveyance and in any such case appropriate provision shall be made with respect to the rights and interest of the holder of this Note to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any such shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights. In the event of a merger or consolidation of the Corporation as a result of which a greater or lesser number of shares of Common Stock of the surviving corporation are issuable to holders of Common Stock outstanding immediately prior to such merger or consolidation, the Conversion Price shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Corporation. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Corporation) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and sent to the holder of this Note, the obligation to deliver to such holder shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive, and containing the express assumption by such successor corporation of the due and punctual performance and observance of every provision of this Note to be performed and observed by the Corporation and of all liabilities and obligations of the Corporation hereunder. The provisions of this paragraph (g) shall apply to successive reorganizations, reclassifications, consolidations, mergers and sales. (h) The Corporation covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon conversion of this Note as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of this Note. The Corporation covenants that all shares of Common Stock which shall be so issuable shall be duly and validly issued, fully paid and non-assessable. (i) The issuance of certificates for shares of Common Stock upon the Conversion Amount by conversion of this Note shall be made without charge to the converting holder for any tax in respect of the issuance of such certificates; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder of the Note converted. (j) In the event that this Note is assigned, the provisions of this Section 1 shall terminate and be of no further force or effect, but the termination of this Section 1 shall not affect the other obligations of the Corporation under this Note; provided, however that this paragraph (j) shall not apply to an assignment to Baylor Health Care System Foundation or to any party to which the initial holder is entitled to assign its membership interest in Texas Health Ventures Group L.L.C. pursuant to the terms of said entity's Second Amended and Restated Regulations, dated as of June 1, 1999 (as hereinafter amended). (k) The Corporation will at no time close its transfer books against the transfer of any Common Stock or any other securities issued or issuable upon the conversion of this Note in any manner which interferes with the timely conversion of this Note. (l) So long as this Note is outstanding, the Corporation shall give to the holder of this Note written notice at. least 15 days prior to the proposed record or effective date of (i) any dividend to be paid with respect to any of the Corporation's shares of capital stock, (ii) any proposed initial public offering (as described in paragraph (a) in Section 5 below), and (iii) any consolidation, merger, sale of assets or similar transaction by the Common Stock Conversion Price. Borrower shall issue and deliver Corporation with or in to Lender certificates or cause book entries another entity (other than such a transaction in which the stockholders of the Corporation immediately prior to be made by its transfer agent evidencing such Common Stock within five (5) business days transaction own in excess of 50% of the voting capital stock of the Corporation outstanding immediately after the Common Stock Conversioneffective date of such transaction in the same proportions in which such shares were held immediately prior to such transaction).

Conversion of the Note. 4.1 Subject to and upon compliance with the terms and provisions of this Note, at any time Lender or Borrower (subject to the requirements of Section 4.3) shall have the right to convert the unpaid Principal Amount of, and interest due under, this Note into shares of common stock of Borrower as set forth below. (ai) At any time on or prior to the Maturity Date (or after the Maturity Date if Borrower has failed to timely repay the unpaid Principal Amount plus accrued and unpaid interest thereon on the terms consummation of this Note)a Qualified IPO, Lender each Purchaser shall have the optionright, upon L▇▇▇▇▇’s at least ten (10) Business Days prior written notice to B▇▇▇▇▇▇▇the Administrative Agent stating the conversion date (which conversion date shall not be more than forty five (45) days following the date of such notice), (or Borrower shall have the option, upon B▇▇▇▇▇▇▇’s written notice to Lender) cause to elect to convert the outstanding and unpaid Principal Amount be converted all or any portion thereofof the aggregate principal amount of Senior Secured Notes (such portion to be converted, plusa “Principal Conversion Amount”) into Converted Shares, at Lender’s election and the principal amount of the Notes so converted shall thereby be deemed to have been repaid in full; provided that the total aggregate of all Principal Conversion Amounts for all conversions pursuant to this Section 2.06(d)(i) shall not exceed $20,000,000, allocated among all Purchasers on a pro rata basis in accordance with the aggregate principal amounts of the Senior Secured Notes issued to such Purchaser pursuant hereto relative to all other Purchasers, and the aggregate Principal Conversion Amounts for each conversion pursuant to this Section 2.06(d)(i) shall not be less than $1,000,000 (or at Borrower’s election lower if such amount is the Borrower remainder of either the outstanding principal amount of the Senior Secured Notes or the $20,000,000 conversion amount limit). In the event that any Senior Secured Notes issued by any Issuer other than the Company are elected to convertbe converted into Converted Shares pursuant hereto, then the principal amount of such Notes so converted shall thereby be deemed to have been repaid in full by such Issuer, and shall be either discharged by payment or set-off of a corresponding amount by such Issuer to the Company or recorded as a loan made by the Company to such Issuer). For the avoidance of doubt, any accrued and unpaid interest thereon (collectively, that has accrued prior to the “Conversion Amount”), into fully paid and non-assessable shares date of the common stock (“Common Stock”) of Borrower at the Common Stock Conversion Price (as defined in Section 4.1(c)) (the “Common Stock Conversion”). To the extent that the entire amount due under the Note is not converted into Common Stock, the Borrower will deliver a new note with similar terms and conditions as this Note which will reflect the remaining amounts owed to Lender under this Note. (b) The number of shares of Common Stock to be issued upon conversion of this Note any Principal Conversion Amounts pursuant to this Section 4.1 2.06(d)(i) shall be determined remain outstanding and payable by dividing (i) the Conversion Amount by (ii) the Common Stock Conversion Price. Borrower shall issue and deliver to Lender certificates or cause book entries to be made by its transfer agent evidencing such Common Stock within five (5) business days after the Common Stock Conversionapplicable Issuer as contemplated in this Agreement.

Conversion of the Note. 4.1 Subject to and upon compliance with the terms and provisions of this Note, at any time Lender or Borrower (subject to the requirements of Section 4.3) shall have the right to convert the unpaid Principal Amount of, and interest due under, this Note into shares of common stock of Borrower as set forth below. (a) At any time on or prior Notwithstanding the terms of the Note, the Subscription Agreement and the Warrant and notwithstanding that conditions to the Maturity occurrence of the Conversion Date (or after have not yet occurred, the Maturity Date if Borrower has failed to timely repay Company and the unpaid Principal Amount plus Holder hereby agree that as of the Effective Date, any and all principal and accrued and unpaid interest thereon on due and owing by the terms Company to the Holder (the “Outstanding Balance”) under that certain Note shall be converted into shares of this Note), Lender shall have the option, upon L▇▇▇▇▇’s written notice to B▇▇▇▇▇▇▇, Common Stock (or Borrower shall have the option, upon B▇▇▇▇▇▇▇’s written notice to Lender) to elect to convert the outstanding and unpaid Principal Amount or any portion thereof, plus, at Lender’s election (or at Borrower’s election if the Borrower elected to convert), any accrued and unpaid interest thereon (collectively, the “Conversion AmountShares”), into fully paid and non-assessable shares ) based upon the Outstanding Balance divided by $1.80. If conversion of the common stock (“Common Stock”) of Borrower at the Common Stock Conversion Price (as defined in Section 4.1(c)) (the “Common Stock Conversion”). To the extent that the entire amount due under the Holder’s Note is not converted into Common Stockwould create a fractional share or a right to acquire a fractional share, the Borrower will deliver a new note with similar terms and conditions as this Note which will reflect Company shall round to the remaining amounts owed to Lender under this Notenearest whole number. (b) The Company hereby agrees to issue to and in the name of the Holder and cause such issuance to be recorded on the books and records of the Company the number of shares Conversion Shares set forth opposite the name of Common Stock the Holder on Schedule I hereto in consideration for the conversion and cancellation of the Note. (c) Upon issuance of the Conversion Shares to the Holder, the Holder’s Note shall be deemed cancelled and extinguished, without need for surrender to the Company of the Note or any other further action by any of the parties to this Agreement, and such Note shall thereupon be null and void and have no further force or effect. The Holder agrees that, as of the Effective Date, except for the right of the Holder to receive an Amended and Restated Warrant and Payment Warrant pursuant to Section 3 of this Agreement, all rights and obligations of the Holder with respect to the Note or of the Company with respect to the Note (including the obligations to (a) pay or cause to be issued paid all amounts due under the Note or (b) issue conversion shares upon the conversion date, as set forth in Section 5.1 of the Note), the Subscription Agreement and any related agreement of the Holder, including, without limitation, any related document entered into with respect to the Note, shall terminate. The termination of the rights and obligations of the Holder with respect to the Note as set forth in this Note pursuant section shall not affect the rights and obligations of the Holder as provided in the Amended and Restated Warrant. The Holder agrees to this Section 4.1 execute such documents and other papers and take such further actions as may be reasonably required or desired to evidence cancellation of the Note. The Effective Date shall be determined by dividing (i) constitute the Conversion Amount by (ii) Date under the Common Stock Note, and the Note shall hereafter be cancelled on the books and records of the Company and shall represent the right to receive the number of Conversion Price. Borrower shall issue and deliver to Lender certificates or cause book entries to be made by its transfer agent evidencing such Common Stock within five (5) business days after Shares set forth opposite the Common Stock ConversionHolder’s name on Schedule I hereto.

Conversion of the Note. 4.1 Subject to and upon compliance with the terms and provisions of this Note, at any time Lender or Borrower (subject to the requirements of Section 4.3) shall have the right to convert the unpaid Principal Amount of, and interest due under, this Note into shares of common stock of Borrower as set forth below. (a) At any time on or prior to the Maturity Date (or after the Maturity Date if Borrower has failed to timely repay the unpaid Principal Amount plus accrued and unpaid interest thereon on the terms of this Note), Lender shall have the option, upon L▇▇▇▇▇▇’s written notice to B▇▇▇▇▇▇▇▇, (or Borrower shall have the option, upon B▇▇▇▇▇▇▇▇’s written notice to Lender) to elect to convert the outstanding and unpaid Principal Amount or any portion thereof, plus, at Lender’s election (or at Borrower’s election if the Borrower elected to convert), any accrued and unpaid interest thereon (collectively, the “Conversion Amount”), into fully paid and non-assessable shares of the common stock (“Common Stock”) of Borrower at the Common Stock Conversion Price (as defined in Section 4.1(c)) (the “Common Stock Conversion”). To the extent that the entire amount due under the Note is not converted into Common Stock, the Borrower will deliver a new note with similar terms and conditions as this Note which will reflect the remaining amounts owed to Lender under this Note. (b) The number of shares of Common Stock to be issued upon conversion of this Note pursuant to this Section 4.1 shall be determined by dividing (i) the Conversion Amount by (ii) the Common Stock Conversion Price. Borrower shall issue and deliver to Lender certificates or cause book entries to be made by its transfer agent evidencing such Common Stock within five (5) business days after the Common Stock Conversion.

Conversion of the Note. 4.1 Subject to and upon compliance with the terms and provisions of this Note, at any time Lender or Borrower (subject to the requirements of Section 4.3) shall have the right to convert the unpaid Principal Amount of, and interest due under, this Note into shares of common stock of Borrower as set forth below. (a) At any time on or prior to the Maturity Date (or after the Maturity Date if Borrower has failed to timely repay the unpaid Principal Amount plus accrued and unpaid interest thereon on the terms of this Note), Lender shall have the option, upon L▇▇▇▇▇▇’s written notice to B▇▇▇▇▇▇▇Borrower, (or Borrower shall have the option, upon B▇▇▇▇▇▇▇Borrower’s written notice to Lender) to elect to convert the outstanding and unpaid Principal Amount or any portion thereof, plus, at Lender’s election (or at Borrower▇▇▇▇▇▇▇▇’s election if the Borrower elected to convert), any accrued and unpaid interest thereon (collectively, the “Conversion Amount”), into fully paid and non-assessable shares of the common stock (“Common Stock”) of Borrower at the Common Stock Conversion Price (as defined in Section 4.1(c)) (the “Common Stock Conversion”). To the extent that the entire amount due under the Note is not converted into Common Stock, the Borrower will deliver a new note with similar terms and conditions as this Note which will reflect the remaining amounts owed to Lender under this Note. (b) The number of shares of Common Stock to be issued upon conversion of this Note pursuant to this Section 4.1 shall be determined by dividing (i) the Conversion Amount by (ii) the Common Stock Conversion Price. Borrower shall issue and deliver to Lender certificates or cause book entries to be made by its transfer agent evidencing such Common Stock within five (5) business days after the Common Stock Conversion.

Conversion of the Note. 4.1 (a) Subject to and upon compliance with the terms and provisions of this NoteSection 4, the Holder, at the Holder's option at any time Lender and from time to time from and after the date hereof so long as this Note is outstanding, may convert all or Borrower any part of the unpaid principal amount of this Note and accrued interest thereon into shares of the common stock of the Obligor, par value $.01 per share (subject the "Common Stock"), at the Conversion Price in effect at the Conversion Date. Notwithstanding anything to the requirements contrary herein, until the Obligor's certificate of Section 4.3) incorporation has been amended to increase the Obligor's authorized capital stock, the Holder shall have the right to not convert the unpaid Principal Amount of, and interest due under, all or any part of this Note into shares of common stock Common Stock such that the Obligor would have more shares of Borrower Common Stock outstanding or reserved for issuance upon exercise or conversion of its outstanding convertible securities than are then authorized under its certificate of incorporation as set forth below. (a) At any time on or prior to the Maturity Date (or after the Maturity Date if Borrower has failed to timely repay the unpaid Principal Amount plus accrued and unpaid interest thereon in effect on the terms date of this Note), Lender shall have the option, upon L▇▇▇▇▇’s written notice to B▇▇▇▇▇▇▇, (or Borrower shall have the option, upon B▇▇▇▇▇▇▇’s written notice to Lender) to elect to convert the outstanding and unpaid Principal Amount or any portion thereof, plus, at Lender’s election (or at Borrower’s election if the Borrower elected to convert), any accrued and unpaid interest thereon (collectively, the “Conversion Amount”), into fully paid and non-assessable shares of the common stock (“Common Stock”) of Borrower at the Common Stock Conversion Price (as defined in Section 4.1(c)) (the “Common Stock Conversion”). To the extent that the entire amount due under the Note is not converted into Common Stock, the Borrower will deliver a new note with similar terms and conditions as this Note which will reflect the remaining amounts owed to Lender under this Notesuch conversion. (b) The In order to exercise the conversion privilege of this Note, the Holder shall deliver (i) this Note and (ii) written notice in substantially the form attached to this Note as Exhibit 1 to the Obligor during regular business hours at its address set forth in, or at such other address as the Obligor shall designate in writing in accordance with, Section 12 hereof. Conversion shall be deemed to have been effected on the date when such notice is delivered to the Obligor (the "Conversion Date"). An election to convert this Note in whole or in part shall be irrevocable once made. (c) As promptly after the Conversion Date as practicable, the Obligor shall issue and deliver to the Holder at the address of the Holder set forth on the Obligor's records, without any charge to the Holder, a certificate or certificates (issued in the name of the Holder or, subject to compliance with applicable securities laws, in such other name as the Holder may designate) for the number of shares of Common Stock of the Obligor issuable upon the conversion of this Note. In case the Note is surrendered for a partial conversion, the Obligor will issue to the Holder upon conversion a new Note of like tenor (the "New Note") in an aggregate principal amount equal to the unconverted portion of the outstanding principal amount of the surrendered Note, which New Note shall indicate (I) the interest that had accrued through the date of such issuance on the converted portion of the outstanding principal amount of the surrendered Note (excluding any interest which also had been converted) but had not yet been added pursuant to Section 1 to the principal amount of the surrendered Note, and (ii) that interest on the outstanding principal amount of such New Note shall accrue from the most recent quarterly date on which interest was added pursuant to Section 1 to the principal amount of the surrendered Note. No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon the conversion of any amounts outstanding under this Note to Common Stock pursuant to Section 4(a) hereof. Notwithstanding the provisions of Section 7(a) hereof, instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion, the Obligor shall pay to the Holder a cash adjustment in respect of such fractional shares in an amount equal to the same fraction of the Market Price of the Common Stock on the date of such conversion. (d) Upon conversion, the Holder shall be deemed to have become the stockholder of record on the Conversion Date of the number of shares of Common Stock issuable upon such conversion. All rights of the Holder to amounts of principal and accrued interest converted shall cease upon conversion, but all other rights of the Holder hereunder, including without limitation rights to any amounts of interest accrued and to any principal not converted and to any expenses or other amounts owned hereunder, shall be unaffected by such conversion. (e) The initial Conversion Price of this Note pursuant to this Section 4.1 shall be determined by dividing (i) the Conversion Amount by (ii) the $1.85 per share of Common Stock Conversion Price. Borrower and shall issue and deliver be subject to Lender certificates or cause book entries to be made by its transfer agent evidencing such Common Stock within five (5) business days after the Common Stock Conversion.adjustment as follows: