Common use of Conversion of the Notes Clause in Contracts

Conversion of the Notes. Provided that the closing of the Offering occurs on or before [____], upon the closing of the Offering and without any further action or consent of the Holder, the Company or Good Earth, the Notes shall automatically be converted into the number of the Company’s restricted Common Stock set forth on Exhibit A attached and at such time such Notes will be deemed null and void and of no further effect. If the Offering does not close by [____], 2014, the Notes shall continue to be outstanding until converted by the Holder, repaid by the Company or otherwise satisfied. For avoidance of doubt the conversion price used to determine how many shares of the Company’s restricted Common Stock shall be issued to the Holder upon conversion of the Notes shall be equal to the per share price of the Common Stock sold in the Offering provided that if such price is more than the current conversion price of the Notes then the conversion price will be the current conversion price of the Notes.

Conversion of the Notes. Provided that the closing of the Offering occurs on or before [____], upon the closing of the Offering and without any further action or consent of the Holder, the Company or Good Earth, the Notes shall automatically be converted into the number of the Company’s restricted Common Stock set forth on Exhibit A attached and at such time such Notes will be deemed null and void and of no further effect. If the Offering does not close by [____], 2014, the Notes shall continue to be outstanding until converted by the Holder, repaid by the Company or otherwise satisfied. For avoidance of doubt the conversion price used to determine how many shares of the Company’s restricted Common Stock shall be issued to the Holder upon conversion of the Notes shall be equal to the per share price of the Common Stock sold in the Offering provided that if such price is more than the current conversion price of the Notes then the conversion price will be the current conversion price of the Notes.