Common use of Forced Conversion Clause in Contracts

Forced Conversion. Notwithstanding anything herein to the contrary, if after the 12 month anniversary of the Closing Date, each of the Closing Prices for the Common Stock for any 30 consecutive Trading Days (such period commencing only after the one year anniversary of the Closing Date, such period the “Threshold Period”)) exceeds $3.14 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date), the Company may, within 1 Trading Day of the end of any such period, deliver a notice to the Holder (a “Forced Conversion Notice” and the date such notice is received by the Holder, the “Forced Conversion Notice Date”) to cause the Holder to immediately convert all or part of the then outstanding principal amount of Debentures pursuant to Section 4. The Company may only effect a Forced Conversion Notice if all of the Equity Conditions are met through the applicable Threshold Period until the date of the applicable Forced Conversion and through and including the date such shares of Common Stock are issued to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Debentures pursuant to the Purchase Agreement. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the 12 month anniversary of the Closing Effective Date, each of the Closing Prices for the Common Stock VWAPs for any 30 consecutive Trading Days (such period commencing only after the one year anniversary of the Closing Effective Date, such period the “Threshold Period”)) exceeds $3.14 175% of the initial Conversion Price (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date), the Company may, within 1 Trading Day of the end of any such period, deliver a notice to the Holder (a “Forced Conversion Notice” and the date such notice is received by the Holder, the “Forced Conversion Notice Date”) to cause the Holder to immediately convert all or part of the then outstanding principal amount of Debentures pursuant to Section 4. The Company may only effect a Forced Conversion Notice if all of the Equity Conditions are met through the applicable Threshold Period until the date of the applicable Forced Conversion and through and including the date such shares of Common Stock are issued to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Debentures pursuant to the Purchase Agreement. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of this Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the 12 month anniversary of the Closing Date, each of the Closing Prices for the Common Stock for any 30 consecutive Trading Days (such period commencing only after the one year anniversary of the Closing Date, such period the “Threshold Period”)) exceeds $3.14 6.575 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date), the Company may, within 1 Trading Day of the end of any such period, deliver a notice to the Holder (a “Forced Conversion Notice” and the date such notice is received by the Holder, the “Forced Conversion Notice Date”) to cause the Holder to immediately convert all or part of the then outstanding principal amount of Debentures pursuant to Section 4. The Company may only effect a Forced Conversion Notice if all of the Equity Conditions are met through the applicable Threshold Period until the date of the applicable Forced Conversion and through and including the date such shares of Common Stock are issued to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Debentures pursuant to the Purchase Agreement. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the 12 month anniversary of the Closing Effective Date, (i) each of the Closing Prices for the Common Stock for any 30 20 consecutive Trading Days (such period commencing only after the one year anniversary of the Closing Effective Date, such period the “Threshold Period”)) exceeds $3.14 the then Conversion Price by 200% (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date)) or (ii) the Company consummates a bona fide firm commitment public underwritten offering of the Common Stock by a nationally recognized investment bank of its Common Stock for an offering price that is equal to or exceeds the then Conversion Price by 200%, the Company may, within 1 Trading Day of the end of any such periodperiod or offering, deliver a notice to the Holder (a “Forced Conversion Notice” and the date such notice is received by the Holder, the “Forced Conversion Notice Date”) to cause the Holder to immediately convert all or part of the then outstanding principal amount of Debentures pursuant to Section 4. The Company may only effect a Forced Conversion Notice if all of the Equity Conditions and Corporate Milestones are met through the applicable Threshold Period (or public offering period) until the date of the applicable Forced Conversion and through and including the date such shares of Common Stock are issued to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Debentures pursuant to the Purchase Agreement. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the 12 month anniversary of the Closing Effective Date, each of the Closing Prices for the Common Stock for any 20 Trading Days out of 30 consecutive Trading Days (such 30 day period commencing only after the one year anniversary later of the Closing Effective Date, such period the “Threshold Period”)) exceeds $3.14 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 200% of the Common Stock that occur after the Original Issue Date)then Conversion Price, the Company may, within 1 Trading Day of the end of any such periodThreshold Period, deliver a notice to the Holder (a “Forced Conversion Notice” and the date such notice is received by the Holder, the “Forced Conversion Notice Date”) to cause the Holder to immediately convert all or part of the then outstanding principal amount of Debentures pursuant to Section 4. The Company may only effect a Forced Conversion Notice if (i) all of the Equity Conditions are met through the applicable Threshold Period until the date of the applicable Forced Conversion and through and including the date such shares of Common Stock are issued to the Holder, and (ii) the average daily trading volume of the Common Stock for the 20 consecutive Trading Days prior to the delivery of the Forced Conversion Notice is above 300,000 shares. In addition, only up to 25% of the Debentures may be force converted 60 days after the Effective Date, up to 75% after 120 of the Effective Date, and up to 100% after 150 days of the Effective Date. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Debentures pursuant to the Purchase Agreement. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the 12 month anniversary of the Closing Effective Date, (i) each of the Closing Prices for the Common Stock for any 30 20 consecutive Trading Days (such period commencing only after the one year anniversary of the Closing Effective Date, such period the “Threshold Period”)) exceeds $3.14 the then Conversion Price by 200% (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date)) or (ii) the Company consummates a bona fide firm commitment public underwritten offering of the Common Stock by a nationally recognized investment bank of its Common Stock for an offering price that is equal to or exceeds the then Conversion Price by 200%, the Company may, within 1 Trading Day of the end of any such periodperiod or offering, deliver a notice to the Holder (a “Forced Conversion Notice” and the date such notice is received by the Holder, the “Forced Conversion Notice Date”) to cause the Holder to immediately convert all or part of the then outstanding principal amount of Debentures pursuant to Section 4. The Company may only effect a Forced Conversion Notice if all of the Equity Conditions are met through the applicable Threshold Period (or public offering period) until the date of the applicable Forced Conversion and through and including the date such shares of Common Stock are issued to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Debentures pursuant to the Purchase Agreement. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the 12 11 month anniversary of the Closing Date, Original Issue Date each of the Closing Prices for the Common Stock for any 30 consecutive Trading Days (such period commencing only after the one year 11 month anniversary of the Closing Original Issue Date, such period the “Threshold Period”"THRESHOLD PERIOD")) exceeds $3.14 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date)then Conversion Price by 250%, the Company may, within 1 Trading Day of the end of any such period, deliver a notice to the Holder (a “Forced Conversion "FORCED CONVERSION Notice” " and the date such notice is received by the Holder, the “Forced Conversion Notice Date”"FORCED CONVERSION NOTICE DATE") to cause the Holder to immediately convert all or part of the then outstanding principal amount of Debentures pursuant to Section 4. The Company may only effect a Forced Conversion Notice if all of the Equity Conditions are met through the applicable Threshold Period until the later of the date of the applicable Forced Conversion and through and including the date such shares of Common Stock are issued actually delivered to the HolderHolders. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Debentures pursuant to the Purchase Agreement. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the 12 month anniversary of the Closing Effective Date, each of the Closing Prices for the Common Stock VWAPs for any 30 20 consecutive Trading Days (such period commencing only after the one year anniversary of the Closing Effective Date, such period the “"Threshold Period”")) exceeds $3.14 1.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date), the Company may, within 1 Trading Day of the end of any such period, deliver a notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is received by the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to immediately convert all or part of the then outstanding principal amount of Debentures Notes pursuant to Section 4, it being understood that the "Conversion Date" for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day being referred to as the "Forced Conversion Date"). The Company may only effect not deliver a Forced Conversion Notice, and any Forced Conversion Notice if delivered by the Company shall not be effective, unless all of the Equity Conditions are met through on each Trading Day occurring during the applicable Threshold Period until the date of the applicable Forced Conversion and through and including the later of the Forced Conversion Date and the date such shares of Common Stock Conversion Shares pursuant to such conversion are issued delivered to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Debentures Notes pursuant to the Purchase Agreement. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions.

Forced Conversion. Notwithstanding anything herein to the contrary, if after the 12 month anniversary of the Closing Effective Date, (i) each of the Closing Prices for the Common Stock VWAPs for any 30 20 consecutive Trading Days (such period commencing only after the one year anniversary of the Closing Effective Date, such period the “"Threshold Period”")) exceeds $3.14 3.50 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) the daily trading volume on the Trading Market for each Trading Day during such Threshold Period exceeds 75,000 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Original Issue Date), the Company may, within 1 Trading Day of the end of any such period, deliver a notice to the Holder (a “"Forced Conversion Notice” " and the date such notice is received by the Holder, the “"Forced Conversion Notice Date”") to cause the Holder to immediately convert all or part of the then outstanding principal amount of Debentures pursuant to Section 4. The Company may only effect a Forced Conversion Notice if all of the Equity Conditions are met through the applicable Threshold Period until the date of the applicable Forced Conversion and through and including the date such shares of Common Stock are issued to the Holder. Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Debentures pursuant to the Purchase Agreement. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions.