Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. Subject to the conditions set forth in this Section 7(b), the Company shall have the right at any time to cause each Holder of Series A Preferred Stock to mandatorily convert its shares of Series A Preferred Stock into Common Stock by delivering to the Holder written notice (a “Mandatory Conversion Notice”) electing to exercise its rights under this Section 7(b) and specifying (A) the applicable Mandatory Conversion Date (which in the case of a Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such Mandatory Conversion Notice is delivered to such Holder, and, in the case of a Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder), (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of shares of Common Stock into which such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding the foregoing, the Company may not deliver a Mandatory Conversion Notice until after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversion.

Mandatory Conversion. Subject to the conditions limitations set forth in -------------------- Section IV.G and provided that (a) all of the Common Stock issuable upon conversion of the Series A Preferred Stock was covered by an effective Registration Statement for a period of at least sixty (60) consecutive Business Days immediately prior to the date of delivery of the Mandatory Conversion Notice and a period of sixty (60) consecutive Business Days immediately prior to the Effective Time of the Mandatory Conversion, (b) the Closing Bid Price of Common Stock was greater than Eleven Dollars ($11.00) per share (subject to equitable adjustment for stock splits, stock dividends, reclassifications or similar events) for a period of ten (10) consecutive Business Days immediately prior to the date of delivery of the Mandatory Conversion Notice and for a period of ten (10) consecutive Business Days immediately prior to the Effective Time of the Mandatory Conversion, (c) the Common Stock is listed for trading on the Nasdaq National Market or the New York Stock Exchange, and (d) provided the Company is not as of the date of delivery of the Mandatory Conversion Notice or as of the Effective Time of the Mandatory Conversion (and has not been for the six (6) consecutive months immediately prior to the date of delivery of the Mandatory Conversion Notice or the six (6) consecutive months immediately prior to the Effective Time of the Mandatory Conversion) in violation of any of its material obligations under the Investment Agreements, including this Section 7(b)Certificate of Designations, then the Company shall have the right pursuant to this Section IV.H(1) to require the conversion of ("Mandatory Conversion at any time to cause each Holder the Company's ------------------------------------- Election") of all, but not less than all of the then outstanding shares of -------- Series A Preferred Stock to mandatorily convert its shares of Series A Preferred Stock into Common Stock Stock, which right shall be exercisable by delivering to the Holder written notice (a “Mandatory Conversion Notice”) electing to exercise its rights under this Section 7(b) and specifying (A) the applicable Mandatory Conversion Date (which in the case delivery of a Mandatory Conversion Notice delivered between (as defined herein) in accordance with the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such Mandatory Conversion Notice is delivered to such Holder, and, procedures set forth in the case of a Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such HolderSection IV.H(2), (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of shares of Common Stock into which such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding the foregoing, the Company may not deliver a Mandatory Conversion Notice until after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversion.

Mandatory Conversion. Subject If at any time from and after the Original Issue Date until the Maturity Date the volume-weighted average price (“VWAP”) of the Common Stock exceeds $0.50 per share over any thirty (30) Trading Day measurement period (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction after the conditions set forth in this Section 7(bdate hereof), then the Company shall have the right at any time to cause each Holder of Series A Preferred Stock to mandatorily convert its shares of Series A Preferred Stock into Common Stock by delivering to require the Holder written notice (a “Mandatory Conversion Notice”) electing to exercise its rights convert all or any portion of the principal then remaining under this Section 7(b) and specifying (A) the applicable Mandatory Conversion Date (which in the case of a Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such Mandatory Conversion Notice is delivered to such Holder, and, in the case of a Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder), (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of shares of Common Stock Debenture into which such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding the foregoing, the Company may not deliver a Mandatory Conversion Notice until after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable non-assessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) in accordance with Section 4 hereof at the Conversion Price (a “Mandatory Conversion”). The Company may exercise its right to require conversion under this Section 6(b) by delivering a written notice thereof by facsimile and overnight courier to the Holder (the “Mandatory Conversion Notice” and the date the Holder receives such notice by facsimile is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable and shall (i) state the Trading Day selected for the Mandatory Conversion in effect at accordance with this Section 6(b), which Trading Day shall be no sooner than five (5) Trading Days nor later than thirty (30) Trading Days following the time Objection to Complete Mandatory Conversion Date (the “Mandatory Conversion Date”), (ii) the thirty (30) Trading Day period over which the VWAP was calculated, (iii) the portion of the principal balance of the Debenture subject to the Mandatory Conversion pursuant to this Section 6(b) (the “Conversion Amount”) and (iv) the number of Shares to be issued to the Holder on the Mandatory Conversion Date (subject to adjustment for any adjustments to the Conversion Price occurring under this Debenture after the execution of the Mandatory Conversion Notice by the Company). In the event that the Mandatory Conversion would violate the limitations set forth in Section 4(c), the Holder may deliver a written notice thereof by facsimile and overnight courier to the Company, together with a certification of which portion of this Debenture is convertible without violating such conversionlimitations, within three (3) Trading Days of the Mandatory Conversion Notice Date (the “Objection to Complete Mandatory Conversion Date”). Any portion of this Debenture converted by the Holder after the Mandatory Conversion Notice Date shall reduce the Conversion Amount subject to the applicable Mandatory Conversion that is required to be converted on the Mandatory Conversion Date. The mechanics of conversion set forth in Section 4(d) shall apply to any Mandatory Conversion as if the Company had received from the Holder on the Mandatory Conversion Date a Notice of Conversion with respect to the Conversion Amount being converted pursuant to the Mandatory Conversion.

Mandatory Conversion. Subject to the conditions limitation set forth in this Section 7(b4(d), if (i) all of the Company shall have the right at any time to cause each Holder of Series A Preferred Stock to mandatorily convert its shares of Series A Preferred Stock into Common Stock by delivering Equity Conditions are in effect [without giving effect to the Holder alternative condition set forth in Equity Condition (C)(ii)], each day during the Threshold Period, (ii) the closing price for any 10 consecutive Trading Days, which 10 consecutive Trading Day period shall commence on the sooner of (a) the Effective Date, or (b) six months after the Original Issue Date (“Threshold Period”), equals or exceeds three times the then in effect Conversion Price (subject to adjustment for reverse and forward stock splits and the like), and (iii) the average daily trading volume as reported by Bloomberg L.P. for the Principal Market is not less than $500,000, Borrower may, within one Trading Day after the end of any such Threshold Period, deliver a written notice to all Holders (a “Mandatory Conversion Notice” and the date such notice is delivered to all Holders and other Holders, the “Mandatory Conversion Notice Date”) electing to exercise its rights under this Section 7(bcause such Holders and Other Holders to convert (a “Mandatory Conversion”) and specifying all or part of such Notes (A) the applicable as specified in such Mandatory Conversion Date (which Notice), plus all accrued but unpaid interest thereon pursuant to Section 4. It is agreed that the “Conversion Date” for purposes of Section 4 in the case of connection with a Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than deemed to occur on the date such third (3rd) Trading Day following the Mandatory Conversion Notice is delivered to Date (such Holderthird Trading Day, and, in the case of a “Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder”), (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of shares of Common Stock into which such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding the foregoing, the Company Borrower may not deliver a Mandatory Conversion Notice until after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date Notice, and prior to the Dividend Rate Termination Date, the Company may only deliver a any Mandatory Conversion Notice ifdelivered by Borrower shall not be effective, during such period, the Closing Price unless all of the Common Stock equals or exceeds 150% of Equity Conditions [but without giving effect to the prevailing Conversion Price for at least 20 alternative condition set forth in Equity Condition (C)(ii)] have been met on each Trading Days within a period of 30 consecutive Trading Days, Day during the applicable Threshold Period and through and including the last Trading Day of date that the Conversion Shares issuable pursuant to such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior are actually delivered to the Dividend Rate Termination Date, Holder pursuant to the Mandatory Conversion Notice. Any Mandatory Conversion Notice shall be applied ratably to the Holder and all Other Holders based on each such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such initial Note principal, provided that any voluntary conversions by a Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each or other Holder shall be reduced accordinglyapplied against such Hxxxxx’s pro rata allocation, thereby decreasing the aggregate amount mandatorily converted hereunder if less than all Note principal and interest are mandatorily converted. Each share For purposes of Series A Preferred Stock converted pursuant to this Section 7(b) clarification, a Mandatory Conversion shall be converted into subject to all of the number provisions of duly authorizedSection 4, validly issuedincluding, fully paid without limitation, the provisions requiring payment of liquidated damages and nonassessable shares limitations on conversions. A Mandatory Conversion will not be effective in excess of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversionBeneficial Ownership Limitation under Section 4(d).

Mandatory Conversion. Subject to At any time following the conditions set forth in this Section 7(bseven year six month anniversary of the date hereof (the "Mandatory Conversion Period"), the Company shall have may cause the right at any time to cause each Holder of Series A Preferred Stock to mandatorily convert its shares of Series A Preferred Stock into Common Stock by delivering to the Holder written notice conversion (a “"Mandatory Conversion Notice”Conversion") electing to exercise its rights under this Section 7(b) and specifying (A) the applicable Mandatory Conversion Date (which in the case of a Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such Mandatory Conversion Notice is delivered to such Holder, and, in the case of a Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder), (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of shares of Common Stock into which such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding the foregoing, the Company may not deliver a Mandatory Conversion Notice until after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Units outstanding during the Mandatory Conversion Period into Common Units pursuant to the Conversion Formula, as set forth above; provided, however, that no such Mandatory Conversion may occur unless for any twenty (20) trading day period, within the thirty (30) consecutive trading day period immediately preceding the Mandatory Conversion Date (as hereinafter defined), the closing price of Common Stock (as hereinafter defined), as reported daily in the Wall Street Journal, equals or exceeds $34.65 (subject to adjustment pursuant to Subsection (vii) below) for each such day; provided, further, that no Mandatory Conversion may be convertedeffective with a Mandatory Conversion Date during the time between the record date for Distributions and the Distribution Payment Date for such record date. To effect a Mandatory Conversion, the Company shall select issue to each holder of record a notice stating that the Company is effecting a Mandatory Conversion with regard to the Series A Preferred Stock Units. Such notice shall contain a statement indicating the number of units of Series A Preferred Units subject to the Mandatory Conversion, and if less than all outstanding Series A Preferred Units are being so converted, the percentage of units of Series A Preferred Units held by each holder subject to the Mandatory Conversion. Unless otherwise agreed to by the holders of Series A Preferred Units and the Company, any such Mandatory Conversion shall be converted from each Holder exercised by the Company on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares basis among all holders of Series A Preferred StockUnits and all holders of Series B Preferred Units. On the Mandatory Conversion Date, both converted portions will be deemed to be from the portion selected for conversion at the option certificates representing each of the Company under this Section 7 Series A Preferred Units outstanding shall automatically, with no further action required by any holder or the Company, represent the number of Common Units of such holder, and the pro rata allocations of shares such Series A Preferred Units remaining if less than all outstanding units of Series A Preferred Stock Units were so converted, for which each Series A Preferred Unit was converted in accordance with this Section 4(iv). As promptly as practicable after the Mandatory Conversion Date, the Company shall issue and shall deliver to be converted from each other Holder shall be reduced accordingly. Each share the holders of Series A Preferred Stock converted pursuant Units subject to this Section 7(bthe Mandatory Conversion (i) shall be converted into a certificate representing the number of duly authorizedCommon Units to which the Series A Preferred Units were converted in accordance with the provisions of this Section 4(v) and (ii) if less than all outstanding Series A Preferred Units were so converted, validly issued, fully paid and nonassessable shares of Common Stock equal upon submission to the quotient Company of the certificate or certificates representing the Series A Preferred Units held by such holder immediately prior to the Mandatory Conversion, a new certificate evidencing the Series A Preferred Units held by such holder immediately following the Mandatory Conversion (1) until such time as such certificate or certificates are submitted to the Liquidation Preference plus Accrued Company, the certificate or certificates representing the Series A Preferred Units held by a holder immediately prior to the Mandatory Conversion shall be deemed to represent the number of Series A Preferred Units held by such holder immediately following the Mandatory Conversion). Such conversion shall be deemed to have been effected on the opening of business on the date the notice was sent by the Company to the holders of record of Series A Preferred Units (the "Mandatory Conversion Date"), and Unpaid Dividends divided by (2) at such time the rights of the holder as holder of the converted Series A Preferred Units shall cease and the person or persons in whose name or names any certificate or certificates for Common Units shall be issuable upon such Mandatory Conversion Price in effect at shall be deemed to have become the time holder or holders of such conversionrecord of the Common Units represented thereby.

Mandatory Conversion. Subject If at any time from and after the Issuance Date, (i) the Weighted Average Price of the Common Stock exceeds 175% of the Conversion Price on the Issuance Date (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the conditions set forth Subscription Date) for any ten (10) consecutive Trading Days following the Issuance Date (the "Mandatory Conversion Measuring Period") and (ii) the Equity Conditions shall have been satisfied (or waived in this Section 7(b)writing by the Holder) from and including the Mandatory Conversion Notice Date (as defined below) through and including the Mandatory Conversion Date (as defined below) , the Company shall have the right at any time to cause each require the Holder to convert up to all of Series A Preferred Stock to mandatorily convert its the Conversion Amount then remaining under this Note into fully paid, validly issued and nonassessable shares of Series A Preferred Stock into Common Stock by delivering to in accordance with Section 3(c) hereof at the Holder written notice (a “Mandatory Conversion Notice”) electing to exercise its rights under this Section 7(b) and specifying (A) Rate as of the applicable Mandatory Conversion Date (which in as defined below) (a "Mandatory Conversion"). The Company may exercise its right to require conversion under this Section 3(e) by delivering within not more than five (5) Trading Days following the case end of such Mandatory Conversion Measuring Period a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of Notes and the Transfer Agent (the "Mandatory Conversion Notice" and the date all of the holders received such notice by facsimile is referred to as the "Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such "). The Mandatory Conversion Notice is delivered to such Holder, and, in the case of a shall be irrevocable. The Mandatory Conversion Notice delivered on or after shall state (x) the Dividend Rate Termination DateTrading Day selected for the Mandatory Conversion, which Trading Day shall be no earlier at least three (3) Trading Days but not more than 60 days sixty (60) Trading Days following the date such Mandatory Conversion Notice is delivered to such HolderDate (the "Mandatory Conversion Date"), (By) that the aggregate Conversion Amount of this Note and all of the Notes subject to mandatory conversion will occur on such Mandatory Conversion Date from the Holder and all of the holders of the Notes pursuant to this Section 3(e) (and analogous provisions under the Other Notes), and (Cz) with respect to such Holder, the number of shares of Common Stock into which to be issued to such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding Holder on the foregoing, the Company may not deliver a Mandatory Conversion Notice until after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversion.

Mandatory Conversion. Subject to If at any time from and after the conditions set forth in this Section 7(bsecond (2nd) anniversary of the Issue Date (the “Mandatory Conversion Eligibility Date”), the Closing Sale Price of the Common Stock for each of twenty (20) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the “Mandatory Conversion Measuring Period”) exceeds 150% of the Initial Conversion Price (as equitably adjusted for any stock splits, stock dividends, recapitalizations, combinations, reverse stock splits or other similar events during such period), the Company shall have the right at to require the Holder to convert all, or any time to cause each Holder portion, of Series A Preferred Stock to mandatorily convert its the Conversion Amount then remaining under this Note as designated in the Mandatory Conversion Notice into fully paid, validly issued and nonassessable shares of Series A Preferred Stock into Common Stock in accordance with Section 3(c) hereof at the Conversion Rate as of the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”), provided, however, there is on such Mandatory Conversion Date an effective Registration Statement (as defined in Securities Purchase Agreement) covering the shares of Common Stock issuable upon such Mandatory Conversion. The Company may exercise its right to require conversion under this Section 3(d) by delivering to the Holder within not more than three (3) Trading Days following the end of any such Mandatory Conversion Measuring Period a written notice thereof by facsimile or overnight courier (a the “Mandatory Conversion Notice”) electing ” and the date the Holder received such notice is referred to exercise its rights under this Section 7(b) and specifying (A) as the applicable Mandatory Conversion Date (which in the case of a “Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such ”). The Mandatory Conversion Notice is delivered to such Holdershall state (i) the Trading Day selected for the Mandatory Conversion, and, in which Trading Day shall be at least twenty (20) Business Days but not more than sixty (60) Business Days following the case of a Mandatory Conversion Notice delivered on or after Date (the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such “Mandatory Conversion Notice is delivered to such HolderDate”), (Bii) that the conversion will occur on such aggregate Conversion Amount of this Note subject to Mandatory Conversion Date and (Ciii) with respect to such Holder, the number of shares of Common Stock into which such Holder’s shares of Series A Preferred Stock will convertto be issued to the Holder on the Mandatory Conversion Date. Notwithstanding All Conversion Amounts converted by the foregoing, Holder after the Company may not deliver a Mandatory Conversion Notice until after Date shall reduce the fifth anniversary Conversion Amount of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock this Note required to be converted from each Holder on a pro rata basisthe Mandatory Conversion Date. Notwithstanding the foregoing, The mechanics of conversion set forth in Section 3(c) and Section 3(e) shall apply to any Mandatory Conversion as if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at and the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be Transfer Agent had received from the portion selected for conversion at Holder a Conversion Notice with respect to the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock Conversion Amount being converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversionMandatory Conversion.

Mandatory Conversion. Subject to the conditions set forth in this Section 7(b), the Company The Notes shall have the right at any time to cause each Holder of Series A Preferred Stock to mandatorily convert its shares of Series A Preferred Stock be automatically converted into Common Stock by delivering to on the Holder written notice first date (a the “Mandatory Conversion NoticeDate”) electing to exercise its rights under this Section 7(b) and specifying (A) the applicable Mandatory Conversion Date (which in the case of a Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such Mandatory Conversion Notice is delivered to such Holder, and, in the case of a Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date15th Trading Day following October 15, shall be no earlier 2005, on which: (i) the average of the Closing Price (as defined in Section 14.6(g)) of the Common Stock on 15 consecutive preceding Trading Days is equal to or greater than 60 days following 110% of the date such Mandatory Conversion Notice is delivered to such Holder), (B) that the conversion will occur on such Mandatory Conversion Date Price and (Cii) with respect to such Holder, the number of Company has sufficient shares of Common Stock (or other securities into which such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding the foregoing, Notes are then convertible) authorized to execute the Company may not deliver a Mandatory Conversion Notice until after the fifth anniversary of the Issue Date(as defined below). Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) The Notes shall be converted into the that number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to (or other securities into which the quotient Notes are then convertible) obtained by dividing the aggregate principal amount of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided Notes by (2) the Conversion Price in effect at such time rounded to the time nearest 1/100,000th of a share (with 0.000005 being rolled upward) (the “Mandatory Conversion”). The Company will monitor the Closing Price of the Common Stock. Upon the occurrence of Mandatory Conversion, the Company shall complete the appropriate instruction form for conversion pursuant to the Depository’s book-entry conversion program and follow the procedures set forth in such program. Any interest on the Notes accrued as of the Mandatory Conversion Date shall be paid in cash to the former holders of such Notes on the next succeeding interest payment date. After the Mandatory Conversion, the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company to make any payment of principal, and the Company’s obligations to make any further payments with respect to the Notes will terminate (except for under this Section 14.3). The Company will cause to be issued in book-entry form shares of Common Stock sufficient to effect the Mandatory Conversion and shall issue a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 14.4. The shares of Common Stock issued as a result of the Mandatory Conversion shall be credited through the Depository’s book-entry conversion program to the respective account of each Noteholder as of the Mandatory Conversion Date.

Mandatory Conversion. (i) Subject to the terms and conditions of this Section 2, including the Mandatory/Forced Conversion Conditions (as defined below) and the limitations set forth in this Section 7(b2(f), in the event that, in any calendar month during the period commencing on April 1, 2019 and ending on June 30, 2020 (the “Mandatory Conversion Period”), (A) each of (I) the arithmetic average of the Volume Weighted Average Prices on the five (5) consecutive Trading Days ending on (and including) the fifteenth (15th) day of such calendar month (or if such day is not a Trading Day, the first Trading Day thereafter) (the “Mandatory Conversion Measurement Date”) and (II) the Closing Price on the Mandatory Conversion Measurement Date is greater than the Fixed Conversion Price, and (B) the Initial Mandatory Conversion Trigger shall have occurred in such calendar month (together, the “Mandatory Conversion Conditions”), the Company Borrower shall have cause the right at any time to cause each Holder of Series A Preferred Stock to mandatorily convert its shares of Series A Preferred Stock conversion into Common Stock by delivering to the Holder written notice Conversion Shares (a “Mandatory Conversion NoticeConversion”) electing to exercise its rights under this Section 7(bof the lesser of (X) {INSERT: THE LENDER’S PRO RATA SHARE OF $1,666,666 and specifying (Y) the then outstanding Principal. (ii) In the event that, in any calendar month during the Mandatory Conversion Period, each of (A) the applicable arithmetic average of the Volume Weighted Average Prices on the five (5) consecutive Trading Days ending on (and including the third (3rd) Trading Day (the “Initial Mandatory Conversion Date (which in the case of a Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and Measurement Date”) immediately prior to the Dividend Rate Termination Date, shall be no earlier than the date such Mandatory Conversion Notice is delivered to Measurement Date in such Holder, and, in the case of a Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder), calendar month and (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of shares of Common Stock into which such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding the foregoing, the Company may not deliver a Mandatory Conversion Notice until after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price of on the Common Stock equals or exceeds 150% of Initial Conversion Measurement Date is greater than the prevailing Fixed Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days(together, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a an “Initial Mandatory Conversion Notice after Trigger”), the fifth anniversary of the Issue Date and prior Borrower shall send a written notice via electronic mail to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts Lender (an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversion.“

Mandatory Conversion. Subject Notwithstanding anything herein or in the SPA to the conditions set forth contrary and after the Effectiveness Date (as defined in the Registration Rights Agreement) so long as the Registration Statement is effective: (i) fifty (50%) percent of the original principal amount of this Section 7(b), Debenture (the Company shall have the right at any time to cause each Holder of Series A Preferred Stock to mandatorily convert its shares of Series A Preferred Stock into Common Stock by delivering to the Holder written notice (a “"Mandatory Conversion Notice”Amount") electing to exercise its rights under this Section 7(b) shall automatically, and specifying (A) without any action on the applicable Mandatory Conversion Date (which in the case of a Mandatory Conversion Notice delivered between the fifth anniversary part of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such Mandatory Conversion Notice is delivered to such Holder, and, in the case of a Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder), (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of convert into shares of Common Stock into which such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding at the foregoing, Conversion Price then in effect if the Company may not deliver a Mandatory Conversion Notice until after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price closing bid price of the Common Stock equals in the Trading Market as reported by Bloomberg shall equal or exceeds 150% exceed $0.75 (the "Conversion Threshold") for 15 of the prevailing 20 consecutive Trading Days (the "Mandatory Conversion Period") and (ii) fifty (50%) percent of the original principal amount of this Debenture (the "Additional Mandatory Conversion Amount") shall automatically, and without any action on the part of the Holder, convert into shares of Common Stock at the Conversion Price for at least 20 then in effect if the closing bid price of the Common Stock in the Trading Days within a period of 30 consecutive Trading DaysMarket as reported by Bloomberg shall equal or exceed $1.00 per share (the "Additional Conversion Threshold"), including the last Trading Day of such 30-day period. In the event the Company has the right to deliver during a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basisPeriod"). Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option average daily trading volume of the Company and Common Stock during the Mandatory Conversion Period on such Holder converts an additional portion market or exchange is less than $1,000,000, then the Mandatory Conversion Amount or Additional Mandatory Conversion Amount, as the case may be, shall be limited to $1,000,000 of its shares principal amount of Series A Preferred StockDebentures for each Mandatory Conversion Period that the closing bid price for the Common Stock equals or exceeds the Conversion Threshold or the Additional Conversion Threshold, both converted portions will be deemed to be from as the portion selected for conversion at case may be. If the option average daily trading volume of the Company under this Section 7 and Common Stock on such market or exchange is greater than $1,000,000, but less than $2,000,0000, then the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder Mandatory Conversion Amount or Additional Mandatory Conversion Amount, as the case may be, shall be reduced accordingly. Each share limited to $2,000,000 of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into principal amount of Debentures for each Mandatory Conversion Period that the number of duly authorized, validly issued, fully paid and nonassessable shares of closing bid price for the Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) equals or exceeds the Conversion Price Threshold, or Additional Conversion Threshold, as the case may be. The limitations set forth in effect at the time immediately preceding two sentences shall irrevocably terminate upon the occurrence of such conversion.average daily trading volume in excess of $2,000,000 in the Common Stock. for a Mandatory Conversion Period"

Mandatory Conversion. Subject If at any time beginning with the fiscal quarter of the Company ending on June 30, 2007, (the "Mandatory Conversion Eligibility Date"), (i) the Company has (A) been Profitable for two (2) consecutive fiscal quarters (not taking into account any non-cash charges related to the conditions set forth issuance and sale of the Preferred Shares) (each such quarter, a "Positive Quarter") and (B) filed 25 ANDAs including 12 from a list agreed upon by the Required Holders and the Company, and (ii) the Equity Conditions shall have been satisfied or waived in this Section 7(bwriting by the Holder on each day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (each, as defined below), the Company shall have the right at any time to cause each require the Holder to convert up to all of Series A Preferred Stock to mandatorily convert its the Conversion Amount into fully paid, validly issued and nonassessable shares of Series A Preferred Stock into Common Stock by delivering to in accordance with Section 3(c) hereof at the Holder written notice (a “Mandatory Conversion Notice”) electing to exercise its rights under this Section 7(b) and specifying (A) Rate as of the applicable Mandatory Conversion Date (which in as defined below) (a "Mandatory Conversion"). The Company may exercise its right to require conversion under this Section 9(a) on one occasion by delivering within not more than two (2) Trading Days following the case end of the public announcement of such second consecutive Positive Quarter a written notice thereof by facsimile and overnight courier to all, but not less than all, of the Holders of Preferred Shares and the Transfer Agent (the "Mandatory Conversion Notice" and the date all of the Holders received such notice by facsimile is referred to as the "Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such "). The Mandatory Conversion Notice is delivered to such Holder, and, in the case of a shall be irrevocable. The Mandatory Conversion Notice delivered on or after shall state (i) the Dividend Rate Termination DateTrading Day selected for the Mandatory Conversion in accordance with Section 9(a), which Trading Day shall be no earlier at least twenty (20) Business Days but not more than 60 days sixty (60) Business Days following the date such Mandatory Conversion Notice is delivered to such HolderDate (the "Mandatory Conversion Date"), (Bii) that the conversion will occur on number of Preferred Shares of such Holder subject to the Mandatory Conversion, (iii) the aggregate Conversion Amount of the Preferred Shares subject to Mandatory Conversion Date from all of the Holders of the Preferred Shares pursuant to this Section 9 and (Civ) with respect to such Holder, the number of shares of Common Stock into which to be issued to such Holder’s shares of Series A Preferred Stock will convertHolder on the Mandatory Conversion Date. Notwithstanding the foregoing, the Company may not deliver effect a Mandatory Conversion Notice until after of any applicable Holder under this Section if the fifth anniversary number of shares of Common Stock issuable upon conversion of the Issue Date. Between the fifth anniversary Preferred Shares of the Issue Date and prior any Holder subject to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during would cause such period, the Closing Price Holder's beneficial ownership of the Common Stock equals or exceeds 150% of to exceed the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Maximum Percentage as set forth in Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversion5.

Mandatory Conversion. Subject to (a) [Reserved] (b) (i) Following the conditions set forth in this Section 7(b)Reduction Cutoff Date, the Company shall have the right at any time to cause each Holder convert the Notes (“Mandatory Conversion”), in whole or in part, into a number of Series A Preferred Stock to mandatorily convert its shares of Series A Preferred Stock into Common Stock by delivering per $1,000 Original Principal Amount of Notes equal to the Holder written Conversion Rate then in effect (plus cash in lieu of any fractional share of Common Stock issuable upon conversion payable pursuant to Section 14.02(i)), plus cash equal to accrued but unpaid interest (including without limitation any Special Additional Interest) to, but excluding, the Mandatory Conversion Date with respect to the Notes being converted in such Mandatory Conversion, if each of the following conditions are satisfied: (x) the VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 14.07) exceeds the Threshold Price in effect on each applicable Trading Day for at least 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days commencing after the Reduction Cutoff Date and (y) the Company delivers to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) a notice of the Company’s election to exercise its right to convert the Notes no later than the open of business on the third Business Day immediately following the 20th Trading Day on which the Threshold Price was exceeded of any such 30 Trading Day period (a “Mandatory Conversion Notice”) electing to exercise its rights under this Section 7(b) and specifying (A) the applicable Mandatory Conversion Date (which in the case of a Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such Mandatory Conversion Notice is delivered to such Holder, and, in the case of a Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder), which notice shall specify (B1) that the conversion will Company is exercising its right to cause a Mandatory Conversion, the Conversion Rate and Conversion Price in effect on the Mandatory Conversion Date, (2) that the Mandatory Conversion shall occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of shares of Common Stock into which such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding the foregoing, the Company may not deliver a Mandatory Conversion Notice until after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first sixth Business Day following the final Trading Day date of such 30 consecutive Trading Day period. If notice (the Company elects “Mandatory Conversion Date”), (3) the Original Principal Amount (and Reduced Principal Amount) of the Notes that are subject to the Mandatory Conversion and (4) the amount of interest accrued but unpaid (including without limitation any Special Additional Interest) to, but excluding, the Mandatory Conversion Date with respect to the Notes that are subject to the Mandatory Conversion; provided that, the Company’s right to cause less than all a Mandatory Conversion shall be suspended during the shares period beginning on the date of the Series A Preferred Stock to be convertedany Fundamental Change Repurchase Notice and continuing to, and including, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding applicable Fundamental Change Repurchase Date; provided, further, that, notwithstanding the foregoing, if the Company selects a portion Mandatory Conversion Date occurs during the period after the close of a Holder’s Series A Preferred Stock for partial conversion business on any Regular Record Date and before the opening of business on the corresponding Interest Payment Date, interest with respect to the Notes converted will be payable on such Interest Payment Date to the Holders in whose names the Notes are registered at the option close of the Company business on such Regular Record Date and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions no accrued and unpaid interest will be deemed to be from paid on the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Mandatory Conversion Price in effect at the time of such conversionDate.

Mandatory Conversion. Subject At any time after the effective date (the “Effective Date”) of the Company’s Plan of Reorganization with respect to the conditions set forth in this Section 7(bCompany’s Chapter 11 Case (the “Mandatory Conversion Eligibility Date”), if (i) the Weighted Average Price of the Common Stock listed on the Principal Market equals or exceeds 150% of the Conversion Price as of the Issuance Date (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the Issuance Date) for a period of ten (10) consecutive Trading Days commencing after the Mandatory Conversion Eligibility Date (the “Mandatory Conversion Measuring Period”), and (ii) no Equity Conditions Failure has occurred, the Company shall have the right at to require the Holder to convert all or any time to cause portion of the Conversion Amount then remaining under this Note, in each Holder of Series A Preferred Stock to mandatorily convert its case as designated in the Mandatory Conversion Notice (as defined below) into fully paid, validly issued and nonassessable shares of Series A Preferred Stock into Common Stock by delivering to in accordance with Section 3(c) hereof at the Holder written notice Conversion Rate as of the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion NoticeConversion”) electing to ). The Company may exercise its rights right to require conversion under this Section 7(b10(a) and specifying by delivering within not more than two (A2) Trading Days following the applicable end of such Mandatory Conversion Date Measuring Period a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of Notes and the Transfer Agent (which in the case “Mandatory Conversion Notice” and the date all of a the holders of the Notes received such notice by facsimile is referred to as the “Mandatory Conversion Notice delivered between Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (y) state (I) the fifth anniversary of Trading Day selected for the Issue Date and prior to the Dividend Rate Termination DateMandatory Conversion, which Trading Day shall be no earlier sooner than twenty (20) Trading Days nor later than sixty (60) Trading Days following the date such Mandatory Conversion Notice is delivered to such Holder, and, in Date (the case of a “Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder”), (BII) that the conversion will occur on such aggregate Conversion Amount of the Notes subject to Mandatory Conversion Date from the Holder and all of the holders of the Notes pursuant to this Section 10(a) (Cand analogous provisions under the Other Notes), (III) with respect to such Holder, the number of shares of Common Stock into which such Holder’s shares to be issued to the Holder on the Mandatory Conversion Date and (z) certify that there has been no Equity Conditions Failure; provided, however, that the Company may not effect a Mandatory Conversion under this Section in excess of Series A Preferred Stock will convertthe Holder Pro Rata Amount of the applicable Mandatory Conversion Volume Limitation. Notwithstanding the foregoing, the Company may not deliver effect a Mandatory Conversion Notice until a minimum of thirty (30) consecutive days have elapsed after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date and any prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversion.

Mandatory Conversion. Subject to At any time following the conditions set forth in this Section 7(bseven year six month anniversary of the date hereof (the "Mandatory Conversion Period"), the Company may cause the conversion (a "Mandatory Conversion") of the Series B Preferred Units outstanding during the Mandatory Conversion Period into Common Units pursuant to the Conversion Formula, as set forth above; provided, however, that no such Mandatory Conversion may occur unless for any twenty (20) trading day period, within the thirty (30) consecutive trading day period immediately preceding the Mandatory Conversion Date (as hereinafter defined), the closing price of Common Stock (as hereinafter defined), as reported daily in the Wall Street Journal, equals or exceeds $34.65 (subject to adjustment pursuant to Subsection (vii) below) for each such day; provided, further, that no Mandatory Conversion may be effective with a Mandatory Conversion Date during the time between the record date for Distributions and the Distribution Payment Date for such record date. To effect a Mandatory Conversion, the Company shall have issue to each holder of record a notice stating that the right at Company is effecting a Mandatory Conversion with regard to the Series B Preferred Units. Such notice shall contain a statement indicating the number of units of Series B Preferred Units subject to the Mandatory Conversion, and if less than all outstanding Series B Preferred Units are being so converted, the percentage of units of Series B Preferred Units held by each holder subject to the Mandatory Conversion. Unless otherwise agreed to by the holders of Series B Preferred Units and the Company, any time to cause each Holder such Mandatory Conversion shall be exercised by the Company on a pro rata basis among all holders of Series B Preferred Units and all holders of Series A Preferred Stock to mandatorily convert its shares of Series A Preferred Stock into Common Stock by delivering to Units. On the Holder written notice (a “Mandatory Conversion Notice”) electing to exercise its rights under this Section 7(b) and specifying (A) Date, the applicable Mandatory Conversion Date (which in the case of a Mandatory Conversion Notice delivered between the fifth anniversary certificates representing each of the Issue Date and prior to Series B Preferred Units outstanding shall automatically, with no further action required by any holder or the Dividend Rate Termination DateCompany, shall be no earlier than the date such Mandatory Conversion Notice is delivered to such Holder, and, in the case of a Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder), (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, represent the number of shares Common Units of Common Stock into which such Holder’s shares holder, and such Series B Preferred Units remaining if less than all outstanding units of Series A B Preferred Stock will convertUnits were so converted, for which each Series B Preferred Unit was converted in accordance with this Section 4(iv). Notwithstanding As promptly as practicable after the foregoing, the Company may not deliver a Mandatory Conversion Notice until after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only shall issue and shall deliver a to the holders of Series B Preferred Units subject to the Mandatory Conversion Notice if(i) a certificate representing the number of Common Units to which the Series B Preferred Units were converted in accordance with the provisions of this Section 4(v) and (ii) if less than all outstanding Series B Preferred Units were so converted, during upon submission to the Company of the certificate or certificates representing the Series B Preferred Units held by such periodholder immediately prior to the Mandatory Conversion, a new certificate evidencing the Series B Preferred Units held by such holder immediately following the Mandatory Conversion (until such time as such certificate or certificates are submitted to the Company, the Closing Price certificate or certificates representing the Series B Preferred Units held by a holder immediately prior to the Mandatory Conversion shall be deemed to represent the number of Series B Preferred Units held by such holder immediately following the Mandatory Conversion). Such conversion shall be deemed to have been effected on the opening of business on the date the notice was sent by the Company to the holders of record of Series B Preferred Units (the "Mandatory Conversion Date"), and at such time the rights of the holder as holder of the converted Series B Preferred Units shall cease and the person or persons in whose name or names any certificate or certificates for Common Units shall be issuable upon such Mandatory Conversion shall be deemed to have become the holder or holders of record of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversionUnits represented thereby.

Mandatory Conversion. Subject If at any time after the second anniversary of the Initial Issuance Date (the “Mandatory Conversion Eligibility Date”), (i) the Weighted Average Price of the Common Stock equals or exceeds 175% of the initial Conversion Price (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the conditions set forth Subscription Date) for each of any sixty (60) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the “Mandatory Conversion Measuring Period”) and (ii) the Equity Conditions shall have been satisfied or waived in this Section 7(bwriting by the Holder on each day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (each, as defined below), the Company shall have the right at any time to cause each require the Holder to convert up to all of Series A Preferred Stock to mandatorily convert its the Conversion Amount then remaining into fully paid, validly issued and nonassessable shares of Series A Preferred Stock into Common Stock by delivering to in accordance with Section 3(c) hereof at the Holder written notice Conversion Rate as of the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion NoticeConversion”) electing to ). The Company may exercise its rights right to require conversion under this Section 7(b9(a) and specifying on one occasion by delivering within not more than two (A2) Trading Days following the applicable end of such Mandatory Conversion Date Measuring Period a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of Preferred Shares and the Transfer Agent (which in the case “Mandatory Conversion Notice” and the date all of a the holders received such notice by facsimile is referred to as the “Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such ”). The Mandatory Conversion Notice is delivered to such Holder, and, in the case of a shall be irrevocable. The Mandatory Conversion Notice delivered on or after shall state (i) the Dividend Rate Termination DateTrading Day selected for the Mandatory Conversion in accordance with Section 9(a), which Trading Day shall be no earlier at least twenty (20) Business Days but not more than 60 days sixty (60) Business Days following the date such Mandatory Conversion Notice is delivered to such HolderDate (the “Mandatory Conversion Date”), (Bii) that the conversion will occur on number of Preferred Shares of such Holder subject to the Mandatory Conversion, (iii) the aggregate Conversion Amount of the Preferred Shares subject to Mandatory Conversion Date from all of the holders of the Preferred Shares pursuant to this Section 9 and (Civ) with respect to such Holder, the number of shares of Common Stock into which to be issued to such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding Holder on the foregoing, the Company may not deliver a Mandatory Conversion Notice until after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversion.

Mandatory Conversion. Subject If at any time after the eighteen (18) month anniversary of the Issuance Date (the “Mandatory Conversion Eligibility Date”), (i) the daily VWAP of the Common Stock is equal to or greater than $0.6944 per share (as adjusted for stock splits, stock combinations and the conditions set forth like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this Section 7(bclause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”), and (ii) no Equity Conditions Failure shall have occurred and be continuing, then the Company shall have the right at any time to cause each Holder of Series A Preferred Stock to mandatorily convert its shares of Series A Preferred Stock into Common Stock by delivering to require the Holder written notice to convert all, but not less than all, of this Series 2 Debenture for all of the then outstanding principal amounts under this Series 2 Debenture in accordance with Section 3 hereof (a “Mandatory Conversion NoticeConversion”) electing to ). The Company may exercise its rights right to require conversion under this Section 7(b8 by delivering (provided that all of the conditions set forth in clauses (i) and specifying (Aii) above are then satisfied), on the applicable first (1st) Trading Day immediately following the end of the Mandatory Conversion Date Measuring Period, a written notice thereof (which may be by e-mail if acceptable to the Trustees) to the Trustees in the case of a form attached hereto as Exhibit F (the “Mandatory Conversion Notice” and the date the Trustees receive such notice is referred to as the “Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such ”). The Mandatory Conversion Notice is delivered to such Holder, and, in the case of a shall be irrevocable. The Mandatory Conversion Notice delivered on or after shall (1) state the Dividend Rate Termination DateTrading Day selected for the Mandatory Conversion in accordance with this Section 8, which Trading Day shall be no earlier at least thirty (30) Trading Days but not more than 60 days sixty (60) Trading Days following the date such Mandatory Conversion Notice is delivered to such HolderDate (the “Mandatory Conversion Date”), (B2) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, state the number of shares of Common Stock into which such Holder’s shares to be issued to the Holders on the Mandatory Conversion Date (subject to any adjustments thereto pursuant to Section 7 or otherwise that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer or a director of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director of the Company that the Company has simultaneously taken the same action with respect to all of the Series 2 Debentures then outstanding. Any portion of Series A Preferred Stock will convert. Notwithstanding 2 Debentures converted by a Holder after the foregoing, the Company may not deliver a Mandatory Conversion Notice until after Date shall reduce the fifth anniversary principal amount of Series 2 Debentures required to be converted on the Mandatory Conversion Date. If the Company has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Conversion Date a Series 2 Debenture certificate and a duly executed and complete Conversion Notice with respect to all of the Issue Datethen-remaining amounts under this Series 2 Debenture. Between the fifth anniversary of the Issue Date and prior Notwithstanding anything contained in this Section 8 to the Dividend Rate Termination Datecontrary, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price if (I) any daily VWAP of the Common Stock equals or exceeds 150% of is less than the prevailing Conversion Trigger Price for at least 20 Trading Days within a on any day during the period of 30 consecutive Trading Days, including commencing on the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior ending on the Trading Day immediately preceding the Mandatory Conversion Date; or (II) an Equity Conditions Failure occurs on any day during the period commencing on the Mandatory Conversion Notice Date and ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Dividend Rate Termination Date, Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day periodMandatory Conversion Notice shall not occur. If the Company elects to cause less than all the shares a Mandatory Conversion of the this Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted 2 Debenture pursuant to this Section 7(b) shall be converted into 8, then it must simultaneously take the number same action with respect to all of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversionSeries 2 Debentures then outstanding.

Mandatory Conversion. Subject If at any time from and after the Issuance Date, (i) the VWAP of the Common Stock for ten (10) consecutive Trading Days following the Issuance Date (the "Mandatory Conversion Measuring Period") equals or exceeds $3.94 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction relating to the conditions set forth in this Section 7(bCommon Stock after the Subscription Date) (the "Mandatory Conversion Pricing Test") and (ii) no Equity Conditions Failure has occurred during the period from the applicable Mandatory Conversion Notice Date through the applicable Mandatory Conversion Date (each as defined below), the Company shall have the right at to require the Holder to convert all or any time to cause portion of the Conversion Amount then remaining under this Note (the "Mandatory Conversion Amount"), as designated in the Mandatory Conversion Notice on the Mandatory Conversion Date (each Holder of Series A Preferred Stock to mandatorily convert its as defined below) into fully paid, validly issued and nonassessable shares of Series A Preferred Stock into Common Stock in accordance with Section 3(a) hereof at the Conversion Rate as of the Mandatory Conversion Date (as defined below) (a "Mandatory Conversion"). The Company may exercise its right to require conversion under this Section 3(c)(v) by delivering to within not more than ten (10) Trading Days following the Holder end of such Mandatory Conversion Measuring Period a written notice thereof by electronic mail, and overnight courier to all, but not less than all, of the holders of Notes and the Transfer Agent (a “the "Mandatory Conversion Notice”" and the date all of the holders of this Note and the Other Notes received such notice is referred to as the "Mandatory Conversion Notice Date"). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (i) electing to exercise its rights under this Section 7(bstate (a) and specifying (A) the Trading Day on which the applicable Mandatory Conversion Date shall occur, which Trading Day shall be not sooner than the thirtieth (which in 30th) Trading Day immediately following the case of a Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such (a "Mandatory Conversion Notice is delivered to such Holder, and, in the case of a Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder"), (Bb) that the conversion will occur on such aggregate Conversion Amount of the Notes which the Company has elected to be subject to Mandatory Conversion Date from the Holder and all of the holders of the Other Notes pursuant to this Section 3(c)(v) (Cand analogous provisions under the Other Notes), (c) with respect to such Holder, the number of shares of Common Stock into which such Holder’s shares to be issued to the Holder on the applicable Mandatory Conversion Date and (d) certify that the Mandatory Conversion Pricing Test has been satisfied and that there has been no Equity Conditions Failure. If there was no Equity Conditions Failure as of Series A Preferred Stock will convert. Notwithstanding the foregoingapplicable Mandatory Conversion Notice Date but an Equity Conditions Failure occurred between the applicable Mandatory Conversion Notice Date and any time through the related Mandatory Conversion Date (a "Mandatory Conversion Interim Period"), the Company shall provide the Holder a subsequent notice to that effect. If an Equity Conditions Failure occurs (that is not waived in writing by the Holder) during such Mandatory Conversion Interim Period, then such Mandatory Conversion shall be null and void with respect to all or any part designated by the Holder of the unconverted Mandatory Conversion Amount and the Holder shall be entitled to all the rights of a holder of this Note with respect to such Mandatory Conversion Amount. On the applicable Mandatory Conversion Date the Company shall deliver or shall cause to be delivered to the Holder the number of shares of Common Stock the Holder is entitled to pursuant to Section 3(b) (provided, however, that to the extent that the Holder will be entitled to receive upon any Mandatory Conversion a number of shares of Common Stock which would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to such shares of Common Stock upon a Mandatory Conversion to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Mandatory Conversion (and beneficial ownership) to such extent) and such portion of the shares of Common Stock issuable to the Holder pursuant to such Mandatory Conversion shall be held in abeyance for the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such shares of Common Stock (and any right to receive shares of Common Stock under this Section 3(c)(v) to be held similarly in abeyance) to the same extent as if there had been no such limitation). Notwithstanding anything to the contrary in this Section 3(c)(v), until a Mandatory Conversion has occurred, the Mandatory Conversion Amount subject to such Mandatory Conversion may not deliver be converted, in whole or in part, by the Holder into shares of Common Stock pursuant to Section 3(c)(i). All Conversion Amounts converted by the Holder after a Mandatory Conversion Notice until after Date shall reduce the fifth anniversary Mandatory Conversion Amount of this Note required to be converted on the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination related Mandatory Conversion Date, unless the Company may only deliver a Mandatory Holder otherwise indicates in the applicable Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day periodNotice. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted Mandatory Conversion pursuant to this Section 7(b) shall be converted into 3(c)(v), then it must simultaneously take the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal same action in the same proportion with respect to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversionOther Notes.

Mandatory Conversion. Subject Notwithstanding anything herein to the conditions set forth in this contrary, subject to Section 7(b8(c), on the Company shall have the right at any time to cause each Holder of Series A Preferred Stock to mandatorily convert its shares of Series A Preferred Stock into Common Stock by delivering to the Holder written notice (a “Mandatory Conversion Notice”) electing to exercise its rights under this Section 7(b) and specifying (A) the applicable Mandatory Conversion Authorized Share Increase Date (which in the case of a Mandatory Conversion Notice delivered between the fifth anniversary or, if all of the Issue Date and prior to Equity Conditions are not satisfied on the Dividend Rate Termination Authorized Share Increase Date, shall be no earlier than on the first such date such Mandatory Conversion Notice is delivered to such Holder, and, in the case of a Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Authorized Share Increase Date if and only if such date is within and no later than fifteen (15) Trading Days after the Authorized Share Increase Date, shall be no earlier than 60 days following that all of the date such Mandatory Conversion Notice is delivered Equity Conditions are satisfied (unless waived in writing by a Holder with respect to such Holder), the Corporation may deliver written notice of the Mandatory Conversion to all Holders (B“Mandatory Conversion Notice Date”) and, subject to the Holder’s election to convert the Holder’s shares of Preferred Stock pursuant to Section 6 hereof, on the 15th day following such notice (such 15th day, the “Mandatory Conversion Date”), the Corporation shall convert all of each Holder’s shares of Preferred Stock (the “Mandatory Conversion”) into Conversion Shares at the then effective Conversion Price, it being agreed that the conversion will occur on such “Conversion Date” for purposes of Section 6 herein shall be deemed to be the Mandatory Conversion Date and Date. The Mandatory Conversion hereunder shall not be effective unless all of the Equity Conditions are met (C) unless waived in writing by a Holder with respect to such Holder) on the Mandatory Conversion Notice Date through and including the Mandatory Conversion Date. For purposes of clarification, the number of shares of Common Stock into which such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding the foregoing, the Company may not deliver a Mandatory Conversion Notice until shall be subject to all of the provisions of Section 6, including, without limitation, Section 6(d) and the provision requiring payment of liquidated damages. If any of the Equity Conditions shall cease to be satisfied at any time on or after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice Date through and including the actual delivery of all of the Conversion Shares to the Holders, a Holder may elect to nullify the Mandatory Conversion as to such Holder by notice to the Corporation within two (2) Trading Days after the first day on which any such Equity Condition has not been satisfied (provided that if, during such periodby a provision of the Transaction Documents, the Closing Price Corporation is obligated to notify the Holders of the Common Stock equals or exceeds 150% non-existence of an Equity Condition, such notice period shall be extended to the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last second Trading Day after proper notice from the Corporation) in which case the Mandatory Conversion shall be null and void, ab initio. Subject to the other terms hereof, the Corporation covenants and agrees that the Corporation will honor all Notices of such 30-day period. In Conversion that are tendered by the event Holder on or after the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversion.

Mandatory Conversion. Subject to Notwithstanding the conditions set forth 3-year nonconversion period in this Section 7(bSubsection 4(a)(i), in the event of a Change in Control (as herein defined) of the Company shall have the right at in which its public stockholders receive cash, or other consideration or a combination thereof ("Consideration") from any time to cause each Holder Person (as herein defined) in respect of Series A Preferred Stock to mandatorily convert its their shares of Series A Preferred Stock into Common Stock by delivering to the Holder written notice (a “"Specified Change in Control"), which Specified Change in Control (x) satisfies the Price Threshold (as specified herein) and (y) is not an Impaired Tax-Free Change in Control Transaction as defined in Subsection 5(a)(iii) (such Specified Change in Control, a "Mandatory Conversion Notice”) electing to exercise its rights under this Section 7(b) Change in Control"), then automatically and specifying (A) without any action required by the applicable Mandatory Conversion Date (which in holders thereof, the case of a Mandatory Conversion Notice delivered between the fifth anniversary Face Amount of the Issue Date Notes, plus all accrued and unpaid interest thereon, shall be converted immediately prior to the Dividend Rate Termination Date, shall be no earlier than closing of the date such Mandatory Conversion Notice is delivered to such Holder, and, Change in the case of a Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder), (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of shares of Common Stock Control into which such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding the foregoing, the Company may not deliver a Mandatory Conversion Notice until after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of A Common Stock equal at the then effective Conversion Rate and the holders will be entitled to receive in respect of such shares of A Common Stock the same per share Consideration paid to holders of A Common Stock in the Mandatory Conversion Change in Control. A Specified Change in Control shall be deemed to satisfy the Price Threshold if the sum of the Fair Market Value of the non-cash component of the Consideration (if any) and the cash component of the Consideration (if any) equals or exceeds each and all of the following (adjusted for stock splits and the like): (x) $15.00 per share of A Common Stock as of the close of business on the day on which the Specified Change in Control is publicly announced, (y) an average of $15.00 per share of A Common Stock measured (as of the close of business each day) over the ten (10) trading day period immediately following such public announcement, and (z) an average of $12.00 per share of A Common Stock measured (as of the close of business each day) over the ten (10) trading day period ending three trading days immediately prior to the quotient closing of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price Specified Change in effect at the time of such conversionControl.

Mandatory Conversion. Subject to PFG's reasonable determination that each of the following terms, conditions set forth in this Section 7(b)and limitations have been met, the Company shall have the right Borrower may at any time and from time to cause each Holder of Series A Preferred Stock to mandatorily convert its shares of Series A Preferred Stock into Common Stock by delivering to the Holder written time upon three (3) Business Days’ notice (each, a “Mandatory Conversion Notice”) electing to exercise its rights under this Section 7(beffect a mandatory conversion of a Note (such Borrower initiated conversion, a “Mandatory Conversion”): (i) No Default or Event of Default may have occurred and specifying be continuing at the time of any notice of Mandatory Conversion; (ii) (A) the applicable Mandatory The Conversion Date (which in the case of Stock issuable under a Mandatory Conversion Notice delivered between the fifth anniversary must be issued without a restrictive legend and be immediately and freely tradable by PFG under Rule 144 of the Issue Date Securities Act, and (B) PFG is not then and for the preceding six months has not been subject to compliance with Section 16 of the Exchange Act with respect to the Notes or Conversion Stock; (iii) (A) For any Mandatory Conversion Notices issued and to be effective within the first eighteen months from the Funding Date, the reported closing price of the Common Stock on the date of the Mandatory Conversion Notice must be at least twenty-five percent (25%) greater than the Conversion Price; and (B) for any Mandatory Conversion Notices issued and to be effective eighteen months or later from the Funding Date, the reported closing price of the common stock on the date of the Mandatory Conversion Notice must be at least thirty-five percent (35%) greater than the Conversion Price (each of the conversion prices derived under clauses (A) and (B), a “Mandatory Conversion Price”); and (C) provided, in each of clauses (A) and (B), even though the relevant reported closing price(s) would not permit a Mandatory Conversion, Borrower may still effect a Mandatory Conversion by reducing the conversion price at which such Note is in fact converted to a price that represents no less than a twenty-five percent (25%) discount (if clause (A) is applicable) or thirty-five percent (35%) discount (if clause (B) is applicable) to such reported closing price(s), as necessary to satisfy the conditions set forth in clauses (iii)(A) and (B) and effect a Mandatory Conversion; (iv) The number of shares of Conversion Stock issuable upon a Mandatory Conversion may not exceed fifty percent (50%) of the average daily trading volume of Borrower’s Common Stock over the ten (10) trading days prior to any Borrower Mandatory Conversion Notice; (v) Not more than $1,000,000 in value of the Note may be converted at any one time by Mandatory Conversion; (vi) There shall be a minimum of five (5) trading days between Mandatory Conversion Notices; (vii) Accrued and unpaid interest on the Note (or portion thereof) to be converted shall be paid in cash on the effective date of conversion; (viii) the representations and warranties set forth in Section 3.16(h) of the Agreement are true and correct other than the last proviso set forth in Section 3.16 therein; (ix) Each Mandatory Conversion Notice shall include the relevant calculations acceptable to Borrower to show that a Mandatory Conversion meets or will at the effective date of conversion meet the foregoing requirements and shall be certified by an executive officer with direct knowledge of the foregoing; and (x) Borrower is not, as at the date of such Conversion Notice, being required to make amortized payments of principal and interest due to PFG’s exercise of its Amortization Right under Section 1(d), below. The term “Market Price” shall mean, for the Initial Note, $5.46, and, for Subsequent Notes, the volume-weighted average closing price per share of Borrower’s Common Stock for the ten (10) consecutive trading days prior to the Dividend Rate Termination Date, shall be no earlier than the issue date such Mandatory Conversion Notice is delivered to such Holder, and(or deemed issue date, in the case of a Mandatory Subsequent Note that has been amended or restated) of any Subsequent Note. The term “Conversion Notice delivered on or after the Dividend Rate Termination Date, Stock” shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder), (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of shares of Common Stock into which such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding the foregoing, the Company may not deliver a Mandatory Conversion Notice until after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all mean the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a HolderBorrower’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversionissuable upon an Optional or Mandatory Conversion.

Mandatory Conversion. Subject to the conditions set forth in provisions of this Section 7(b7, for so long as ADSs are listed on the Trading Market, if at any date and from time to time on or after the Original Issuance Date, (1) the Daily VWAP of each of twenty-four (24) or more Trading Days within a period of thirty (30) consecutive Trading Days ending on such date equals or exceeds the Conversion Threshold for the applicable Trading Day and (2) the Daily VWAP of the last Trading Day of such thirty (30)-day period equals or exceeds the Conversion Threshold for such last Trading Day (collectively, the “Mandatory Conversion Trigger Event”), the Company shall have the right at any time to cause each Holder notify the holders of Series A A-1 Preferred Stock to mandatorily convert its shares Shares in accordance with the requirements and procedures set out in Section 7.3(b), whereupon all but not less than all of the outstanding Series A A-1 Preferred Stock into Common Stock by delivering to the Holder written notice Shares (a “Mandatory Conversion Notice”) electing to exercise its rights under this Section 7(b) and specifying (A) the applicable Mandatory Conversion Date (which in the case including any fraction of a Mandatory Conversion Notice delivered between the fifth anniversary Series A-1 Preferred Share) held by such holders, plus (a) any unpaid, accrued and accumulated dividends thereon as of the Issue immediately preceding Dividend Payment Date and prior to (b) unless the Company pays such amounts in cash on the Conversion Date, any unpaid, accrued and accumulated dividends thereon that have accrued from the immediately preceding Dividend Rate Termination Payment Date up to, but excluding, the Conversion Date, shall be no earlier than converted into Conversion Securities; provided, that the date Company shall not be entitled to exercise such Mandatory mandatory conversion right under this Section 7.2 unless: all the Conversion Notice is delivered Securities to such Holderbe received upon conversion are either (A) available for resale under Rule 144 promulgated by the U.S. Securities and Exchange Commission under the Securities Act without volume limitations, and, in the case of a Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder), (B) that registered for resale by the conversion will occur holders thereof on such Mandatory Conversion Date and (C) a delayed or continuous basis on an effective registration statement, there is no stop order with respect to such Holderregistration statement, the number of shares of Common Stock into which such Holder’s shares of Series A Preferred Stock Conversion Securities will convert. Notwithstanding the foregoingnot be subject to any holdback or underwriter lock-up upon conversion, and the Company may reasonably believes that such availability for resale under Rule 144 or registration statement will be continuously available for resale of such Conversion Securities for the seven (7) Trading Days following the Conversion Securities Delivery Date (which 7 Trading Days cannot deliver a Mandatory be the last seven Trading Days of August or December) (the “7-Day Period”); the public trading of such Conversion Notice until after Securities on the fifth anniversary Trading Market shall not be subject to any blackout restrictions under the Company’s xxxxxxx xxxxxxx policy or deferral (as such term is used in Section 1.2(d) of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price Registration Rights Agreement) for at least 20 Trading Days within a period the 7-Day Period following the Conversion Securities Delivery Date, during the entirety of 30 consecutive Trading Days, including which the last Trading Day of such 30Company’s directors who are not executive officers are not subject to any trading restrictions under the Company’s xxxxxxx xxxxxxx policies; and any material non-day period. In the event public information that has been provided by the Company has or its authorized representatives to the right to deliver a Mandatory Conversion Notice after the fifth anniversary Holders’ Representative would no longer be material non-public information as of the Issue Conversion Securities Delivery Date and prior to for the Dividend Rate Termination Dateduration of the 7-Day Period. For the avoidance of doubt, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If if the Company elects elects, at its sole discretion, for any unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date with respect to cause less than all the shares of the Series A A-1 Preferred Stock Shares being converted to be convertedpaid in cash, the Company shall select pay such unpaid, accrued and accumulated dividends to the holder(s) in cash on the Conversion Date. The number of Conversion Securities into which any holder’s Series A A-1 Preferred Stock Shares shall be converted shall be determined by (i) multiplying the number of Series A-1 Preferred Shares (including any fraction of a Series A-1 Preferred Share) to be converted from each Holder on a pro rata basis. Notwithstanding by the foregoingsum of (x) the Liquidation Value plus (y) any unpaid, accrued and accumulated dividends as of the immediately preceding Dividend Payment Date with respect to such Series A-1 Preferred Shares plus (z) if the Company selects a portion of a Holder’s does not pay such amounts in cash on the Conversion Date, then all such unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date, with respect to such Series A A-1 Preferred Stock for partial conversion at Shares and then (ii) dividing the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided result by (2) the Conversion Price in effect at the time of immediately prior to such conversion, and in addition thereto, such holder shall receive cash in lieu of any fractional shares as set out in Section 7.3(d). In the event that the listing of the Conversion Securities on an international securities exchange other than the Trading Market shall occur as to which the provisions of Section 7.2 above are not strictly applicable, then the Company and holders of a majority of the then outstanding Series A-1 Preferred Shares, acting reasonably and in good faith, shall determine the appropriate adjustment to be made, on a basis consistent with the essential intent and principles established in Section 7.2 above.

Mandatory Conversion. Subject If at any time from and after the Issuance Date, (i) the VWAP of the Common Stock for ten (10) consecutive Trading Days following the Issuance Date (the "Mandatory Conversion Measuring Period") equals or exceeds $[●][4] (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction relating to the conditions set forth in this Section 7(bCommon Stock after the Subscription Date) (the "Mandatory Conversion Pricing Test") and (ii) no Equity Conditions Failure has occurred during the period from the applicable Mandatory Conversion Notice Date through the applicable Mandatory Conversion Date (each as defined below), the Company shall have the right at to require the Holder to convert all or any time to cause portion of the Conversion Amount then remaining under this Note (the "Mandatory Conversion Amount"), as designated in the Mandatory Conversion Notice on the Mandatory Conversion Date (each Holder of Series A Preferred Stock to mandatorily convert its as defined below) into fully paid, validly issued and nonassessable shares of Series A Preferred Stock into Common Stock in accordance with Section 3(a) hereof at the Conversion Rate as of the Mandatory Conversion Date (as defined below) (a "Mandatory Conversion"). The Company may exercise its right to require conversion under this Section 3(c)(v) by delivering to within not more than ten (10) Trading Days following the Holder end of such Mandatory Conversion Measuring Period a written notice thereof by electronic mail, and overnight courier to all, but not less than all, of the holders of Notes and the Transfer Agent (a “the "Mandatory Conversion Notice”" and the date all of the holders of this Note and the Other Notes received such notice is referred to as the "Mandatory Conversion Notice Date"). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall (i) electing to exercise its rights under this Section 7(bstate (a) and specifying (A) the Trading Day on which the applicable Mandatory Conversion Date shall occur, which Trading Day shall be not sooner than the thirtieth (which in 30th) Trading Day immediately following the case of a Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such (a "Mandatory Conversion Notice is delivered to such Holder, and, in the case of a Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder"), (Bb) that the conversion will occur on such aggregate Conversion Amount of the Notes which the Company has elected to be subject to Mandatory Conversion Date from the Holder and all of the holders of the Other Notes pursuant to this Section 3(c)(v) (Cand analogous provisions under the Other Notes), (c) with respect to such Holder, the number of shares of Common Stock into which such Holder’s shares to be issued to the Holder on the applicable Mandatory Conversion Date and (d) certify that the Mandatory Conversion Pricing Test has been satisfied and that there has been no Equity Conditions Failure. If there was no Equity Conditions Failure as of Series A Preferred Stock will convert. Notwithstanding the foregoingapplicable Mandatory Conversion Notice Date but an Equity Conditions Failure occurred between the applicable Mandatory Conversion Notice Date and any time through the related Mandatory Conversion Date (a "Mandatory Conversion Interim Period"), the Company shall provide the Holder a subsequent notice to that effect. If an Equity Conditions Failure occurs (that is not waived in writing by the Holder) during such Mandatory Conversion Interim Period, then such Mandatory Conversion shall be null and void with respect to all or any part designated by the Holder of the unconverted Mandatory Conversion Amount and the Holder shall be entitled to all the rights of a holder of this Note with respect to such Mandatory Conversion Amount. On the applicable Mandatory Conversion Date the Company shall deliver or shall cause to be delivered to the Holder the number of shares of Common Stock the Holder is entitled to pursuant to Section 3(b) (provided, however, that to the extent that the Holder will be entitled to receive upon any Mandatory Conversion a number of shares of Common Stock which would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to such shares of Common Stock upon a Mandatory Conversion to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Mandatory Conversion (and beneficial ownership) to such extent) and such portion of the shares of Common Stock issuable to the Holder pursuant to such Mandatory Conversion shall be held in abeyance for the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such shares of Common Stock (and any right to receive shares of Common Stock under this Section 3(c)(v) to be held similarly in abeyance) to the same extent as if there had been no such limitation). Notwithstanding anything to the contrary in this Section 3(c)(v), until a Mandatory Conversion has occurred, the Mandatory Conversion Amount subject to such Mandatory Conversion may not deliver be converted, in whole or in part, by the Holder into shares of Common Stock pursuant to Section 3(c)(i). All Conversion Amounts converted by the Holder after a Mandatory Conversion Notice until after Date shall reduce the fifth anniversary Mandatory Conversion Amount of this Note required to be converted on the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination related Mandatory Conversion Date, unless the Company may only deliver a Mandatory Holder otherwise indicates in the applicable Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day periodNotice. If the Company elects to cause less than all a Mandatory Conversion pursuant to Section 3(c)(v), then it must simultaneously take the shares same action in the same proportion with respect to the Other Notes. [4] Insert dollar amount equal to 155.% of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the initial Conversion Price in effect at the time of such conversionPrice.

Mandatory Conversion. Subject If at any time after the eighteen (18) month anniversary of the Issuance Date (the “Mandatory Conversion Eligibility Date”), (i) the daily VWAP of the Common Stock is equal to or greater than $0.953 per share (as adjusted for stock splits, stock combinations and the conditions set forth like occurring from and after the Issuance Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the ten (10) consecutive Trading Days on which the condition in this Section 7(bclause (i) is satisfied are referred to herein as the “Mandatory Conversion Measuring Period”), (ii) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT for each Trading Day during the Mandatory Conversion Measuring Period exceeds $5,500,000 per day (as adjusted for stock splits, combinations and other similar transactions occurring after the Subscription Date) and (iii) no Equity Conditions Failure shall have occurred and be continuing, then the Company shall have the right at any time to cause each Holder of Series A Preferred Stock to mandatorily convert its shares of Series A Preferred Stock into Common Stock by delivering to require the Holder written notice to convert all, but not less than all, of this Series 1 Debenture for all of the then outstanding principal amounts under this Series 1 Debenture in accordance with Section 3 hereof (a “Mandatory Conversion NoticeConversion”) electing to ). The Company may exercise its rights right to require conversion under this Section 7(b8 by delivering (provided that all of the conditions set forth in clauses (i) and specifying through (Aiii) above are then satisfied), on the applicable first (1st) Trading Day immediately following the end of the Mandatory Conversion Date Measuring Period, a written notice thereof (which may be by e-mail if acceptable to the Trustees) to the Trustees in the case of a form attached hereto as Exhibit F (the “Mandatory Conversion Notice” and the date the Trustees receive such notice is referred to as the “Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such ”). The Mandatory Conversion Notice is delivered to such Holder, and, in the case of a shall be irrevocable. The Mandatory Conversion Notice delivered on or after shall (1) state the Dividend Rate Termination DateTrading Day selected for the Mandatory Conversion in accordance with this Section 8, which Trading Day shall be no earlier at least thirty (30) Trading Days but not more than 60 days sixty (60) Trading Days following the date such Mandatory Conversion Notice is delivered to such HolderDate (the “Mandatory Conversion Date”), (B2) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, state the number of shares of Common Stock into which such Holder’s shares to be issued to the Holders on the Mandatory Conversion Date (subject to any adjustments thereto pursuant to Section 7 or otherwise that may occur prior to the Mandatory Conversion Date), (3) contain a certification from the Chief Executive Officer or a director of the Company that there is then no Equity Conditions Failure and (4) contain a certification from the Chief Executive Officer or a director of the Company that the Company has simultaneously taken the same action with respect to all of the Series 1 Debentures then outstanding. Any portion of Series A Preferred Stock will convert. Notwithstanding 1 Debentures converted by a Holder after the foregoing, the Company may not deliver a Mandatory Conversion Notice until after Date shall reduce the fifth anniversary principal amount of Series 1 Debentures required to be converted on the Mandatory Conversion Date. If the Company has elected a Mandatory Conversion, the mechanics of conversion set forth in Section 3 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Conversion Date a Series 1 Debenture certificate and a duly executed and complete Conversion Notice with respect to all of the Issue Datethen-remaining amounts under this Series 1 Debenture. Between the fifth anniversary of the Issue Date and prior Notwithstanding anything contained in this Section 8 to the Dividend Rate Termination Datecontrary, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price if (I) any daily VWAP of the Common Stock equals or exceeds 150% of is less than the prevailing Conversion Trigger Price for at least 20 Trading Days within a on any day during the period of 30 consecutive Trading Days, including commencing on the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market plus the NYSE MKT on any Trading Day during the period commencing on the Mandatory Conversion Notice Date and ending on the Trading Day immediately preceding the Mandatory Conversion Date is less than $5,500,000 (as adjusted for stock splits, stock combinations and the like occurring from and after the fifth anniversary of Issuance Date); or (III) an Equity Conditions Failure occurs on any day during the Issue period commencing on the Mandatory Conversion Notice Date and prior ending on the Mandatory Conversion Date (which Equity Conditions Failure has not been waived in writing in accordance with Section 22), then, in either case, the Mandatory Conversion Notice delivered to the Dividend Rate Termination Date, Trustees shall be null and void ab initio and the Mandatory Conversion contemplated by such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day periodMandatory Conversion Notice shall not occur. If the Company elects to cause less than all the shares a Mandatory Conversion of the this Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted 1 Debenture pursuant to this Section 7(b) shall be converted into 8, then it must simultaneously take the number same action with respect to all of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversionSeries 1 Debentures then outstanding.

Mandatory Conversion. Subject to the conditions set forth in provisions of this Section 7(b7, for so long as ADSs are listed on the Trading Market, if at any date and from time to time on or after the date that is six (6) months from the Original Issuance Date, (1) the Daily VWAP of each of twenty-four (24) or more Trading Days within a period of thirty (30) consecutive Trading Days ending on such date equals or exceeds the Conversion Threshold for the applicable Trading Day and (2) the Daily VWAP of the last Trading Day of such thirty (30)-day period equals or exceeds the Conversion Threshold for such last Trading Day (collectively, the “Mandatory Conversion Trigger Event”), the Company shall have the right at any time to cause each Holder notify the holders of Series A Preferred Stock Shares in accordance with the requirements and procedures set out in Section 7.3(b), whereupon all but not less than all of the outstanding Series A Preferred Shares (including any fraction of a Series A Preferred Share) held by such holders, plus (a) any unpaid, accrued and accumulated dividends thereon as of the immediately preceding Dividend Payment Date and (b) unless the Company pays such amounts in cash on the Conversion Date, any unpaid, accrued and accumulated dividends thereon that have accrued from the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date, shall be converted into Conversion Securities in connection with this Section 7.2. For the avoidance of doubt, if the Company elects, at its sole discretion, for any unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date with respect to mandatorily convert its shares Series A Preferred Shares being converted to be paid in cash, the Company shall pay such unpaid, accrued and accumulated dividends to the holder(s) in cash on the Conversion Date. The number of Conversion Securities into which any holder’s Series A Preferred Shares shall be converted shall be determined by (i) multiplying the number of Series A Preferred Stock into Common Stock Shares (including any fraction of a Series A Preferred Share) to be converted by delivering to the Holder written notice sum of (a “Mandatory Conversion Notice”) electing to exercise its rights under this Section 7(b) and specifying (Ax) the applicable Mandatory Conversion Date Liquidation Value plus (which in the case of a Mandatory Conversion Notice delivered between the fifth anniversary y) any unpaid, accrued and accumulated dividends as of the Issue immediately preceding Dividend Payment Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such Mandatory Conversion Notice is delivered to such Holder, and, in the case of a Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder), (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of shares of Common Stock into which such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding Shares plus (z) if the foregoingCompany does not pay such amounts in cash on the Conversion Date, then all such unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date up to, but excluding, the Company may not deliver a Mandatory Conversion Notice until after the fifth anniversary of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during with respect to such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, Shares and then (ii) dividing the Company shall select the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided result by (2) the Conversion Price in effect at the time of immediately prior to such conversion, and in addition thereto, such holder shall receive cash in lieu of any fractional shares as set out in Section 7.3(d).

Mandatory Conversion. Subject If, at any time after September 1, 2017, (i) the VWAP for Common Stock equals or exceeds two hundred fifty percent (250%) of the Conversion Price (the “Threshold Price”) for twenty (20) consecutive Trading Days (the “Threshold Period”), and (ii) the Equity Conditions have been satisfied on each Trading Day during the Threshold Period and each of the ten (10) consecutive Trading Days immediately prior to the conditions set forth in this Section 7(b)first (1st) day of the Threshold Period, then the Company shall have the right at option, within ten (10) Trading Days after the end of any time such Threshold Period, to cause each Holder of Series A Preferred Stock to mandatorily convert its shares of Series A Preferred Stock into Common Stock by delivering deliver a written notice to the Holder written notice (a “Mandatory Conversion Notice”) electing to exercise its rights cause the Holder to convert, pursuant to Section 4(b) hereof, a principal amount of this Debenture (a “Mandatory Conversion”), during the thirty (30) Trading Day period after the Holder’s receipt of the Mandatory Conversion Notice (the “Mandatory Conversion Period”), equal to the lesser of (1) the Holder’s Pro Rata Share of the Dollar Volume Limitation on the date of the Mandatory Conversion Notice and (2) the entire outstanding principal balance of this Debenture (including, for the avoidance of doubt, any original issue discount) plus all accrued and unpaid interest thereon (such lesser amount, the “Mandatory Conversion Amount”); provided, however, if the Equity Conditions cease to be satisfied at any time during the Mandatory Conversion Period or the VWAP for the Common Stock on any Trading Day following the last Trading Day of the Threshold Period (including during the Mandatory Conversion Period) is less than the Threshold Price, then the Holder shall be under this no further obligation with respect to such Mandatory Conversion. The Holder shall effect any Mandatory Conversion by delivering one or more Notices of Conversions pursuant to Section 7(b4(b) at any time, and specifying (A) from time to time, during the applicable Mandatory Conversion Date (which in Period, for an aggregate principal amount equal to the case Mandatory Conversion Amount. For the avoidance of a doubt, the Company may deliver more than one Mandatory Conversion Notice delivered between during the fifth anniversary term of the Issue Date and prior to the Dividend Rate Termination Datethis Debenture, shall be no earlier than the date such Mandatory Conversion Notice is delivered to such Holderprovided, and, in the case of a Mandatory Conversion Notice delivered on or after the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder), (B) that the conversion will occur on such Mandatory Conversion Date and (C) with respect to such Holder, the number of shares of Common Stock into which such Holder’s shares of Series A Preferred Stock will convert. Notwithstanding the foregoing, the Company it may not deliver a Mandatory Conversion Notice until after during any Mandatory Conversion Period. For the fifth anniversary further avoidance of doubt, nothing in this Section 4(c) shall be deemed to limit the Holder’s right to voluntarily convert all or any portion of this Debenture, at any time, and from time to time, in accordance with Section 4(b), and the Holder may submit Notices of Conversion for a principal amount of this Debenture in excess of the Issue DateMandatory Conversion Amount during any Mandatory Conversion Period. Between Concurrently with the fifth anniversary delivery of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a any Mandatory Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be convertedHolder hereunder, the Company shall select publicly disclose its election to require the Series A Preferred Stock to be converted from each Holder on a pro rata basis. Notwithstanding the foregoing, if the Company selects a portion Mandatory Conversion of this Debenture by means of a Holder’s Series A Preferred Stock for partial conversion at Current Report on Form 8-K filed with the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be from the portion selected for conversion at the option of the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversionCommission.

Mandatory Conversion. Subject to If at any time from and after the conditions set forth six (6) month anniversary of the Exchange Date (the "MANDATORY CONVERSION ELIGIBILITY DATE"), (i) the Weighted Average Price of the Common Stock exceeds for each of any twenty (20) out of thirty (30) consecutive Trading Days following the Mandatory Conversion Eligibility Date (the "MANDATORY CONVERSION MEASURING PERIOD") $1.50 (as adjusted for any stock dividend, stock split, stock combination or other similar transaction) and (ii) the Equity Conditions shall have been satisfied or waived in this Section 7(bwriting by the Holder as of both the Mandatory Conversion Notice Date and the Mandatory Conversion Date (each, as defined below), the Company shall have the right at to require the Holder to convert all, or any time to cause each Holder portion, of Series A Preferred Stock to mandatorily convert its the Conversion Amount then remaining under this Note as designated in the Mandatory Conversion Notice into fully paid, validly issued and nonassessable shares of Series A Preferred Stock into Common Stock by delivering to in accordance with Section 3(c) hereof at the Holder written notice (a “Mandatory Conversion Notice”) electing to exercise its rights under this Section 7(b) and specifying (A) Rate as of the applicable Mandatory Conversion Date (which in as defined below) (a "MANDATORY CONVERSION"). The Company may exercise its right to require conversion under this Section 9(a) by delivering within not more than two (2) Trading Days following the case end of any such Mandatory Conversion Measuring Period a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of Notes and the Transfer Agent (the "MANDATORY CONVERSION NOTICE" and the date all of the holders received such notice is referred to as the "MANDATORY CONVERSION NOTICE DATE"). The Mandatory Conversion Notice delivered between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, shall be no earlier than the date such irrevocable. The Mandatory Conversion Notice is delivered to such Holdershall state (i) the Trading Day selected for the Mandatory Conversion in accordance with Section 9(a), and, in which Trading Day shall be at least twenty (20) Business Days but not more than sixty (60) Business Days following the case of a Mandatory Conversion Notice delivered on or after Date (the Dividend Rate Termination Date, shall be no earlier than 60 days following the date such Mandatory Conversion Notice is delivered to such Holder"MANDATORY CONVERSION DATE"), (Bii) that the aggregate Conversion Amount of the Notes subject to mandatory conversion will occur on such Mandatory Conversion Date from all of the holders of the Notes pursuant to this Section 9 (and analogous provisions under the Other Notes), (Ciii) with respect to such Holder, the number of shares of Common Stock into which to be issued to such Holder’s shares of Series A Preferred Stock will convertHolder on the Mandatory Conversion Date and (iv) an amount equal to the applicable Pro Rata Amount that is released from the Cash Collateral Account for the Holder in connection with such conversion. Notwithstanding All Conversion Amounts converted by the foregoing, Holder after the Company may not deliver a Mandatory Conversion Notice until after Date shall reduce the fifth anniversary Conversion Amount of the Issue Date. Between the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, the Company may only deliver a Mandatory Conversion Notice if, during such period, the Closing Price of the Common Stock equals or exceeds 150% of the prevailing Conversion Price for at least 20 Trading Days within a period of 30 consecutive Trading Days, including the last Trading Day of such 30-day period. In the event the Company has the right to deliver a Mandatory Conversion Notice after the fifth anniversary of the Issue Date and prior to the Dividend Rate Termination Date, such notice may be delivered at any time commencing the first Business Day following the final Trading Day of such 30 consecutive Trading Day period. If the Company elects to cause less than all the shares of the Series A Preferred Stock to be converted, the Company shall select the Series A Preferred Stock this Note required to be converted from each Holder on a pro rata basisthe Mandatory Conversion Date. Notwithstanding the foregoing, The mechanics of conversion set forth in Section 3(c) shall apply to any Mandatory Conversion as if the Company selects a portion of a Holder’s Series A Preferred Stock for partial conversion at and the option of the Company and such Holder converts an additional portion of its shares of Series A Preferred Stock, both converted portions will be deemed to be Transfer Agent had received from the portion selected for conversion at Holder on the option of Mandatory Conversion Date a Conversion Notice with respect to the Company under this Section 7 and the pro rata allocations of shares of Series A Preferred Stock to be converted from each other Holder shall be reduced accordingly. Each share of Series A Preferred Stock Conversion Amount being converted pursuant to this Section 7(b) shall be converted into the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the quotient of (1) the Liquidation Preference plus Accrued and Unpaid Dividends divided by (2) the Conversion Price in effect at the time of such conversionMandatory Conversion.