Common use of CONVERSION REPAYMENT Clause in Contracts

CONVERSION REPAYMENT. 2.1 Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each month by the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATE"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, deliver to Borrower a written notice in the form of Exhibit B attached hereto converting the Monthly Amount payable on the next Amortization Date or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(each, a "REPAYMENT NOTICE"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b)), then the Borrower shall pay the Monthly Amount due on such Amortization Date in cash. Any portion of the Monthly Amount paid in cash on an Amortization Date or Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Date. If the Holder converts all or a portion of the Monthly Amount in shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the "FIXED CONVERSION PRICE" shall, subject to further adjustment as provided herein, mean (x) in the case of a conversion into EPXR Common Stock, $1.00 and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto).

CONVERSION REPAYMENT. 2.1 Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each PAYMENT OF MONTHLY AMOUNT IN CASH OR COMMON STOCK. Each month by the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATENotice Date"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, shall deliver to Borrower a written notice in the form of Exhibit B attached hereto converting the Monthly Amount payable on the next Amortization Repayment Date in either cash or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(eachor a combination of both (each, a "REPAYMENT NOTICERepayment Notice"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Repayment Date and the Conversion Criteria (or is hereinafter defined) has not required to be delivered in accordance with Section 2.1(b))been met on such Notice Date, then the Borrower shall pay the Monthly Amount due on such Amortization Repayment Date in cash. Any portion of the Monthly Amount paid in cash on an Amortization Date or a Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization the Repayment Date or Repayment Date(with the amount in excess of 100% of the Monthly Amount to be considered additional interest with respect to this Note). If the Holder converts Upon conversion of all or a portion of the Monthly Amount in shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization Repayment Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "FIXED CONVERSION PRICEFixed Conversion Price" shall, subject to further adjustment as provided herein, mean (x) in the case of a conversion into EPXR Common Stock, means $1.00 and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto)5.03.

CONVERSION REPAYMENT. 2.1 Payment of Monthly Amount in Cash or Common Stock. (a) If The Holder has the Monthly right, at any time after January 7, 2021, at its election, to convert part of the Principal Amount is required to be paid in into shares of Common Stock (as defined below) pursuant to Section 2.1(b), each month by the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATE"), the Holder shall, subject to Section 2.2 below fully paid and the other provisions of this Note, deliver to Borrower a written notice in the form of Exhibit B attached hereto converting the Monthly Amount payable on the next Amortization Date or Repayment Date, as the case may be, into freely tradable unrestricted non-assessable shares of common stock of EPXR the Issuer ("EPXR the “Common Stock") or”). Each month, following the satisfaction of each Holder may convert the Principal Amount of the conditions set forth in clause (i) Note into a number of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(each, a "REPAYMENT NOTICE"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b)), then the Borrower shall pay the Monthly Amount due on such Amortization Date in cash. Any portion of the Monthly Amount paid in cash on an Amortization Date or Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Date. If the Holder converts all or a portion of the Monthly Amount in shares of Common Stock not exceeding ten percent (10%) of the total trade volume of the Common Stock publicly reported for the previous calendar month (the “Volume Limitation”). For example, if the aggregate sum of all daily trade volume for the previous calendar month is ten million (10,000,000) shares, then Holder may not convert any part of the Principal Amount of the Note into more than 1,000,000 shares of Common Stock in the month of conversion, subject to further limitations of Section 2(d) of this Note, if applicable. If this Note is subsequently assigned to more than one party, then the Volume Limitations on the assigned Promissory Notes (“Assigned Notes”) shall be pro-rata adjusted based on the Principal Amount of those Assigned Notes. For clarification the Volume Limitation percentage of the assigned shall equal: 10% * (Principal Amount / $1,000,000). The conversion price (the “Conversion Price”) shall be $0.013 per share of Common Stock. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (the “Conversion Notice”) may be delivered to Issuer by a reasonable verifiable method of Holder’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Holder. If no objection is delivered from the Issuer to the Holder with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice to the Issuer, then the Issuer shall have thereafter been deemed to have irrevocably confirmed and irrevocably ratified such Conversion Notice and waived any objection thereto. The Issuer shall deliver the shares of Common Stock from any conversion to the Holder within five (5) business days of Conversion Notice delivery. Upon request of the Holder and provided herein, that the number of such shares to be issued by are eligible for transfer under Rule 144 of the Borrower Securities Act of 1933, as amended (the “Securities Act”), or are effectively registered under the Securities Act, the Issuer shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Holder on such Amortization Date or Repayment Date, as through the case may be, DTC Direct Registration System. The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the number determined by dividing (x) Issuer relating to the portion Issuer’s securities or the securities of any subsidiary of the Monthly Amount to be paid in shares of Common StockIssuer, by (y) the then applicable Fixed Conversion Price. For purposes hereofcombinations, the "FIXED CONVERSION PRICE" shallrecapitalization, subject to further adjustment as provided hereinreclassifications, mean (x) in the case of a conversion into EPXR Common Stock, $1.00 extraordinary distributions and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto)similar events.

CONVERSION REPAYMENT. 2.1 Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each month by PAYMENT OF MONTHLY AMOUNT IN CASH OR COMMON STOCK. Not later than the fifth (5th) business day prior to each Amortization Repayment Date (the "NOTICE DATENotice Date"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, may deliver to Borrower a written notice in the form of Exhibit B attached hereto converting directing the Borrower to pay the Monthly Amount payable on the next Amortization Repayment Date in either cash or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(eachor a combination of both (each, a "REPAYMENT NOTICERepayment Notice"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Repayment Date and the Conversion Criteria (or is hereinafter defined) has not required been met on such Notice Date, then, subject to be delivered in accordance with Section 2.1(b)), then the Borrower shall pay the Monthly Amount due on such Amortization Repayment Date in cash. Any In the event the Borrower shall be required to pay any portion of the Monthly Amount paid in cash on an Amortization Date or Repayment Datecash, as the case may be, Borrower shall be paid pay to the Holder in respect to such payment an amount equal to 102% of the principal portion of such Monthly Amount (with the amount in excess of 100% of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Datebe considered additional interest with respect to this Note). If the Holder converts Upon conversion of all or a portion of the any Monthly Amount in into shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization Repayment Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "FIXED CONVERSION PRICEFixed Conversion Price" shall, subject to further adjustment as provided herein, mean (x) in the case of a conversion into EPXR Common Stock, means $1.00 and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto)5.48.

CONVERSION REPAYMENT. 2.1 2.1. (a) Payment of Monthly Amount in Cash or Common Stock. (a) If Subject to Sections 2.1, 2.2 and 3.2 hereof, the Borrower shall have the sole option to determine whether to satisfy payment of the Monthly Amount is required to be paid on each Repayment Date either in cash or in shares of Common Stock (as defined below) pursuant to Section 2.1(bin the Purchase Agreement), each or a combination of both. Each month by the fifth twentieth (5th20th) business day prior to each Amortization Date (the "NOTICE DATE")a Repayment Date, the Holder shall, subject to Section 2.2 below and the other provisions of this Note, Borrower shall deliver to Borrower the Holder a written irrevocable notice in the form of Exhibit B attached hereto converting electing to pay the Monthly Amount payable on the next Amortization Repayment Date in either cash or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(eachor a combination of both (each, a "REPAYMENT NOTICE") (the date by which such notice is required to be given being hereinafter referred to as the "NOTICE DATE"); provided, however, a Repayment Notice may provide that the Borrower's election as set forth in such Repayment Notice will remain in effect in respect of each Repayment Date occurring after the Repayment Date first subject of such Repayment Notice unless otherwise revoked by the Borrower in writing in which case the Borrower will not be required to deliver an additional Repayment Notice during the period such election remains applicable; provided, further, however, that the Borrower shall not be permitted to revoke a Repayment Notice in respect of a Repayment Date after the applicable Notice Date for such Repayment Date has occurred. If a Repayment Notice is not delivered by to the Holder on or before by the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b))Repayment Date, then the Borrower shall pay the Monthly Amount due on such Amortization Repayment Date shall be paid in cash. Any portion of the Monthly Amount paid in cash on an Amortization Date or a Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to one hundred two percent (102% %) of the principal cash portion of the Monthly Amount otherwise due and owing to Holder on then payable in satisfaction of such Amortization Date or Repayment Dateobligation. If the Holder converts Borrower repays all or a portion of the Monthly Amount in shares of Common Stock as provided hereinStock, the number of such shares to be issued by the Borrower to the Holder on for such Amortization Repayment Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "FIXED CONVERSION PRICE" shall, subject to further adjustment as provided herein, mean (x) in the case of a conversion into EPXR Common Stock, means $1.00 and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto)0.20.

CONVERSION REPAYMENT. 2.1 Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each month by the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATE"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, deliver to Borrower a written notice in the form of Exhibit B attached hereto converting the Monthly Amount payable on the next Amortization Date or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common StockCOMMON STOCK") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common StockCOMMON STOCK") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(eachStock") (each, a "REPAYMENT NOTICE"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b)), then the Borrower shall pay the Monthly Amount due on such Amortization Date in cash. Any portion of the Monthly Amount paid in cash on an a Amortization Date or Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Date. If the Holder converts all or a portion of the Monthly Amount in shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the "FIXED CONVERSION PRICE" shall, subject to further adjustment as provided herein, mean (x) in the case of a conversion into EPXR Common Stock, $1.00 and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO DateDATE"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto).

CONVERSION REPAYMENT. 2.1 Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each Each month by the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATE"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, shall deliver to Borrower a written notice in the form of Exhibit B attached hereto converting the Monthly Amount payable on the next Amortization Date or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX either cash or Common Stock, collectively, the "Common Stock")(eachor a combination of both (each, a "REPAYMENT NOTICE"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b)), then the Borrower shall pay the Monthly Amount due on such Amortization Date in cash. Any portion of the Monthly Amount paid in cash on an a Amortization Date or Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Date. If the Holder converts all or a portion of the Monthly Amount in shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "FIXED CONVERSION PRICE" shall, subject to further adjustment as provided herein, mean (x) in the case of a conversion into EPXR Common Stock, $1.00 and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto).

CONVERSION REPAYMENT. 2.1 (a) Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each month by Not later than the fifth (5th) business day prior to each Amortization Repayment Date (the "NOTICE DATENotice Date"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, may deliver to Borrower a written notice in the form of Exhibit B attached hereto converting directing the Borrower to pay the Monthly Amount payable on the next Amortization Repayment Date in either cash or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(eachor a combination of both (each, a "REPAYMENT NOTICERepayment Notice"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required Repayment Date, then, subject to be delivered in accordance with Section 2.1(b)), then the Borrower shall pay the Monthly Amount due on such Amortization Repayment Date in cash. Any In the event the Borrower shall be required to pay any portion of the Monthly Amount paid in cash on an Amortization Date or Repayment Datecash, as the case may be, Borrower shall be paid pay to the Holder in respect to such payment an amount equal to 102% of the principal portion of the such Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment DateAmount. If the Holder converts elects to convert all or a portion of the any Monthly Amount in into shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization Repayment Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "FIXED CONVERSION PRICEFixed Conversion Price" shallmeans $0.60, subject to further adjustment as provided hereinprovided, mean however, that the first Nine Hundred Fifty Thousand Dollars (x$950,000) in aggregate principal amount (the case "Reduced Price Conversion Amount") of a conversion the Note converted into EPXR Common Stock, $1.00 and (y) in the case shares of a conversion into VOXX Common Stock on or after August 17, 2005 (the "Effective Date") (including all interest and fees converted on or prior to the date of the consummation of an initial public offering conversion in full of the VOXX Common Stock (the "VOXX IPO Date"), Reduced Price Conversion Amount) shall be converted at a price Fixed Conversion Price equal to 85% of $.32, provided, further, that the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto)Fixed Conversion Price shall in all cases be subject to adjustment as set forth herein.