Monthly Amount Conversion Guidelines. Subject to Sections 2.1(a), 2.2, and 3.2 hereof, the Holder shall convert into shares of Common Stock all or a portion of the Monthly Amount due on each Repayment Date according to the following guidelines (the “Conversion Criteria”): (i) the average closing price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market for the six (6) trading days immediately preceding such Repayment Date shall be greater than or equal to 110% of the Fixed Conversion Price and (ii) the amount of such conversion does not exceed twenty five percent (25%) of the aggregate dollar trading volume of the Common Stock for the twenty two (22) day trading period immediately preceding the applicable Repayment Date. If the Conversion Criteria are not met, the Holder shall convert only such part of the Monthly Amount that meets the Conversion Criteria. Any part of the Monthly Amount due on a Repayment Date that the Holder has not been able to convert into shares of Common Stock due to failure to meet the Conversion Criteria, shall be paid by the Borrower in cash at the rate of 100% of the Monthly Amount otherwise due on such Repayment Date, within six (6) business days of the applicable Repayment Date. For Example, Date Shares Traded Market Price Daily Dollar Volume 11/01 70,000 $ 0.65 45,500 11/02 50,000 $ 0.63 31,500 11/03 80,000 $ 0.65 52,000 11/04 100,000 $ 0.67 67,000 11/05 70,000 $ 0.65 45,500 11/08 50,000 $ 0.63 31,500 11/09 80,000 $ 0.62 49,600 11/10 100,000 $ 0.63 63,000 11/11 70,000 $ 0.65 45,500 11/12 50,000 $ 0.67 33,500 11/15 80,000 $ 0.65 52,000 11/18 100,000 $ 0.63 63,000 11/19 70,000 $ 0.62 43,400 11/20 50,000 $ 0.63 31,500 11/21 80,000 $ 0.65 52,000 11/22 100,000 $ 0.67 67,000 11/25 70,000 $ 0.65 45,500 11/26 50,000 $ 0.63 31,500 11/27 80,000 $ 0.62 49,600 11/28 100,000 $ 0.65 65,000 11/29 100,000 $ 0.70 70,000 11/30 100,000 $ 0.60 60,000 Repayment Date: December 1 Aggregate dollar trading volume of the ICOR common stock during the 22 trading days prior to December 1 equals $1,095,100. Given the premium above the Fixed Conversion Price is greater than 10% for the six trading days prior to December 1, Laurus will convert into common stock an amount that equals the Monthly Amount due. However, this amount will be limited to 25% of the aggregate dollar trading volume of $1,095,000 or $273,775. Therefore, if the Monthly Amount due was $300,000, L▇▇▇▇▇ would not have to convert more than $273,775 and the Company would have to pay in cash the remaining $26,225.
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Monthly Amount Conversion Guidelines. Subject to Sections 2.1(a), 2.2, and 3.2 hereof, the Holder shall convert into shares of Common Stock all or a portion of the Monthly Amount due on each Repayment Date according to the following guidelines (the “Conversion Criteria”): (i) the average closing price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market for the six (6) trading days immediately preceding such Repayment Date shall be greater than or equal to 110% of the Fixed Conversion Price and (ii) the amount of such conversion does not exceed twenty five percent (25%) of the aggregate dollar trading volume of the Common Stock for the twenty two (22) day trading period immediately preceding the applicable Repayment Date. If the Conversion Criteria are not met, the Holder shall convert only such part of the Monthly Amount that meets the Conversion Criteria. Any part of the Monthly Amount due on a Repayment Date that the Holder has not been able to convert into shares of Common Stock due to failure to meet the Conversion Criteria, shall be paid by the Borrower in cash at the rate of 100% of the Monthly Amount otherwise due on such Repayment Date, within six (6) business days of the applicable Repayment Date. For Example, Date Shares Traded Market Price Daily Dollar Volume 11/01 70,000 $ 0.65 45,500 11/02 50,000 $ 0.63 31,500 11/03 80,000 $ 0.65 52,000 11/04 100,000 $ 0.67 67,000 11/05 70,000 $ 0.65 45,500 11/08 50,000 $ 0.63 31,500 11/09 80,000 $ 0.62 49,600 11/10 100,000 $ 0.63 63,000 11/11 70,000 $ 0.65 45,500 11/12 50,000 $ 0.67 33,500 11/15 80,000 $ 0.65 52,000 11/18 100,000 $ 0.63 63,000 11/19 70,000 $ 0.62 43,400 11/20 50,000 $ 0.63 31,500 11/21 80,000 $ 0.65 52,000 11/22 100,000 $ 0.67 67,000 11/25 70,000 $ 0.65 45,500 11/26 50,000 $ 0.63 31,500 11/27 80,000 $ 0.62 49,600 11/28 100,000 $ 0.65 65,000 11/29 100,000 $ 0.70 70,000 11/30 100,000 $ 0.60 60,000 1,700,000 $ 1,095,100 Repayment Date: December 1 Aggregate dollar trading volume of the ICOR common stock during the 22 trading days prior to December 1 equals $1,095,100. Given the premium above the Fixed Conversion Price is greater than 10% for the six trading days prior to December 1, Laurus will convert into common stock an amount that equals the Monthly Amount due. However, this amount will be limited to 25% of the aggregate dollar trading volume of $1,095,000 or $273,775. Therefore, if the Monthly Amount due was $300,000, L▇▇▇▇▇▇ would not have to convert more than $273,775 and the Company would have to pay in cash the remaining $26,225.
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