Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. In the event of a Series C-1 Mandatory Conversion, the share(s) of Series C-1 Preferred Stock subject to such Series C-1 Mandatory Conversion shall be automatically converted into fully paid and non-assessable share(s) of Series C Common Stock at the then effective Series C-1 Conversion Rate without any further action by the Corporation or holders of Series C-1 Preferred Stock and whether or not the certificate(s) representing such share(s) of Series C-1 Preferred Stock are surrendered to the Corporation; and the Corporation shall not be obligated to issue certificate(s) evidencing the share(s) of Series C Common Stock issuable upon such Series C-1 Mandatory Conversion unless the certificate(s) evidencing such share(s) of Series C-1 Preferred Stock are delivered to the Corporation, or the holder thereof notifies the Corporation that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate(s). In case cash, securities or property other than Series C Common Stock shall be payable, deliverable or issuable upon conversion as provided herein, then all references to Series C Common Stock in this Section 5 shall be deemed to apply, so far as appropriate and as nearly as may be, to such cash, property or other securities. Subject to the provisions for adjustment hereinafter set forth in this Section 5, the Series C-1 Preferred Stock may be converted into Series C Common Stock at the initial conversion rate of [ ]4 fully paid and non-assessable shares of Series C Common Stock for each share of Series C-1 Preferred Stock so converted (this conversion rate as from time to time adjusted cumulatively pursuant to the provisions of this Section is hereinafter referred to as the “Series C-1 Conversion Rate”).

Mandatory Conversion. In the event of a Series C-1 A-1 Mandatory Conversion, the share(s) of Series C-1 A-1 Preferred Stock subject to such Series C-1 A-1 Mandatory Conversion shall be automatically converted into fully paid and non-assessable share(s) of Series C A Common Stock at the then effective Series C-1 A-1 Conversion Rate without any further action by the Corporation or holders of Series C-1 A-1 Preferred Stock and whether or not the certificate(s) representing such share(s) of Series C-1 A-1 Preferred Stock are surrendered to the Corporation; and the Corporation shall not be obligated to issue certificate(s) evidencing the share(s) of Series C A Common Stock issuable upon such Series C-1 A-1 Mandatory Conversion unless the certificate(s) evidencing such share(s) of Series C-1 A-1 Preferred Stock are delivered to the Corporation, or the holder thereof notifies the Corporation that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate(s). In case cash, securities or property other than Series C A Common Stock shall be payable, deliverable or issuable upon conversion as provided herein, then all references to Series C A Common Stock in this Section 5 shall be deemed to apply, so far as appropriate and as nearly as may be, to such cash, property or other securities. Subject to the provisions for adjustment hereinafter set forth in this Section 5, the Series C-1 A-1 Preferred Stock may be converted into Series C A Common Stock at the initial conversion rate of [ ]4 nine (9) fully paid and non-assessable shares share of Series C A Common Stock for each share of Series C-1 A-1 Preferred Stock so converted (this conversion rate as from time to time adjusted cumulatively pursuant to the provisions of this Section is hereinafter referred to as the “Series C-1 A-1 Conversion Rate”).

Mandatory Conversion. Upon the occurrence of a Fundamental Transaction (as defined below), the Borrower shall have the right, at its option, at any time and from time to time, so long as any amount remains payable under this Note, to convert all of the outstanding principal amount and accrued interest hereunder (the “Outstanding Amount”) into shares of Common Stock at a conversion price per share equal to the weighted average trading price of the Common Stock during the ten (10) trading days immediately preceding the date of such Fundamental Transaction (the “Conversion Price”). In the event that such Fundamental Transaction is a merger or consolidation of a Series C-1 Mandatory Conversionthe Borrower with or into another corporation or entity, the share(s) Purchaser shall be entitled to receive upon conversion of Series C-1 Preferred the Outstanding Amount, the number of shares of stock or other securities of the Borrower, or of the successor corporation resulting from such merger or consolidation, which a holder of the number of shares of Common Stock subject into which this Note was convertible immediately prior to such Series C-1 Mandatory Conversion transaction would have been entitled to receive as a result of such merger or consolidation. In any such case, appropriate adjustment shall be automatically converted into fully paid and non-assessable share(s) made in the application of Series C Common Stock at the then effective Series C-1 Conversion Rate without any further action by the Corporation or holders of Series C-1 Preferred Stock and whether or not the certificate(s) representing such share(s) of Series C-1 Preferred Stock are surrendered to the Corporation; and the Corporation shall not be obligated to issue certificate(s) evidencing the share(s) of Series C Common Stock issuable upon such Series C-1 Mandatory Conversion unless the certificate(s) evidencing such share(s) of Series C-1 Preferred Stock are delivered to the Corporation, or the holder thereof notifies the Corporation that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate(s). In case cash, securities or property other than Series C Common Stock shall be payable, deliverable or issuable upon conversion as provided herein, then all references to Series C Common Stock in this Section 5 shall be deemed to apply, so far as appropriate and as nearly as may be, to such cash, property or other securities. Subject to the provisions for adjustment hereinafter set forth in this Section 5, the Series C-1 Preferred Stock may be converted into Series C Common Stock at the initial conversion rate of [ ]4 fully paid and non-assessable shares of Series C Common Stock for each share of Series C-1 Preferred Stock so converted (this conversion rate as from time to time adjusted cumulatively pursuant to the provisions of this Section 6 with respect to the rights of the Purchaser after such merger or consolidation to the end that the provisions of this Section 6 (including adjustment of the number of shares of Common Stock issuable upon conversion of this Note) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. “Fundamental Transaction” means (i) a merger or consolidation of the Borrower with or into another corporation or entity, (ii) a sale of all or substantially all of the Borrower’s properties and assets to any other person, or (iii) the sale, transfer or assignment of not less than fifty percent (50%) of the Borrower’s then issued and outstanding shares of Common Stock by the beneficial owners thereof to a person or persons that are not Affiliates (as defined below) of such beneficial owners. “Affiliate” means, when used with respect to a specified person, another person that either directly or indirectly, through one or more intermediaries, controls, is hereinafter referred to as the “Series C-1 Conversion Rate”)controlled by, or is under common control with, such specified person.

Mandatory Conversion. In Provided that (a) there is an effective Registration Statement on Form SB-2 or S-3 (the event “Registration Statement”) on file with the Securities and Exchange Commission (the “SEC”) registering the maximum number of a Series C-1 Mandatory Conversion, the share(s) shares of Series C-1 Preferred Stock subject to such Series C-1 Mandatory Conversion shall be automatically converted into fully paid and non-assessable share(s) of Series C Common Stock at to be issued upon conversion of the then effective Series C-1 Conversion Rate without any further action by the Corporation or holders of Series C-1 A Preferred Stock and whether (b) the closing price of the Common Stock for the twenty (20) preceding trading days is equal to or not greater than two times the certificate(s) representing such share(s) Conversion Price, then the Corporation, at its option, may require any holder of Series C-1 A Preferred Stock are surrendered to convert all, or a portion, of the then outstanding Series A Preferred Stock by delivery of written notice. The conversion shall be made within five (5) trading days after receipt of the notice. Notwithstanding the foregoing, any conversion by a holder of Series A Preferred Stock into Common Stock shall be limited, for each and any holder who so elects in writing to the Corporation; , such that the beneficial ownership of such holder and its affiliates of Common Stock acquired from the Corporation shall not be obligated to issue certificate(s) evidencing the share(s) (excluding shares of Series C Common Stock issuable upon such the conversion of the Series C-1 Mandatory Conversion unless the certificate(s) evidencing such share(s) of Series C-1 A Preferred Stock are delivered to and the Corporation, exercise of warrants which have not yet been converted or exercised) shall in the holder thereof notifies aggregate not exceed 9.99% of the total Common Stock then outstanding. In the event that the Corporation that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to provides notice of the Corporation to indemnify mandatory conversion of the Corporation from any loss incurred by it in connection with such certificate(s). In case cash, securities or property other than then outstanding Series C Common Stock shall be payable, deliverable or issuable upon conversion as provided herein, then all references to Series C Common Stock in this Section 5 shall be deemed to apply, so far as appropriate and as nearly as may be, to such cash, property or other securities. Subject to the provisions for adjustment hereinafter set forth in this Section 5, the Series C-1 A Preferred Stock may be converted into Series C Common Stock at which is limited by the initial conversion rate of [ ]4 fully paid and non-assessable shares of Series C Common Stock for each share of Series C-1 Preferred Stock so converted (this conversion rate as from time to time adjusted cumulatively pursuant to immediately preceding sentence, the provisions of this Section is hereinafter referred (c) hereof with respect to dividends, Section (d) hereof with respect to liquidation preference of the Series A Preferred Stock, Section (e)(ii) hereof with respect to voting rights, Sections (f)(ix) and (f)(x) hereof with respect to adjustments to the Conversion Price and Section (h) hereof with respect to Events of Default, shall each expire as of the “Series C-1 Conversion Rate”)effectiveness of such mandatory conversion.

Mandatory Conversion. (a) So long as an effective Shelf Registration Statement (as defined in the Registration Rights Agreement) is in effect, at any time during the Mandatory Conversion Period, the Company may elect to convert (a “Mandatory Conversion”) all or any portion of the outstanding shares of Preferred Stock into shares of Class A Common Stock (the date selected by the Company for any Mandatory Conversion pursuant to this Section 8(a), the “Mandatory Conversion Date”). In the event case of a Series C-1 Mandatory Conversion, the share(s) each share of Series C-1 Preferred Stock subject then outstanding shall be converted into that number of fully-paid and nonassessable shares of Class A Common Stock as is determined in accordance with the then-effective Conversion Rate, plus cash in lieu of fractional shares, out of funds legally available therefor, plus cash in the amount of any accrued and unpaid dividend pursuant to Section 5 with respect to such Series C-1 share of Preferred Stock as of the Mandatory Conversion shall Date; provided that, if all shares of Preferred Stock elected by the Company to be automatically converted cannot be converted into fully paid and non-assessable share(s) of Series C Class A Common Stock at such time, the then effective Series C-1 Conversion Rate without any further action by Company shall (i) deliver the Corporation or holders maximum number of Series C-1 shares of Class A Common Stock that may be issued upon conversion of the Preferred Stock and whether or not the certificate(s) representing at such share(s) time, together with an amount of Series C-1 Preferred Stock are surrendered cash equal to the Corporation; and the Corporation shall not be obligated to issue certificate(s) evidencing the share(s) VWAP per share of Series C Class A Common Stock issuable upon such Series C-1 on the Trading Day immediately preceding the Mandatory Conversion unless the certificate(s) evidencing Date in lieu of any such share(s) shares of Series C-1 Preferred Stock are delivered to the Corporation, or the holder thereof notifies the Corporation that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate(s). In case cash, securities or property other than Series C Class A Common Stock shall otherwise deliverable upon a Mandatory Conversion or (ii) elect to reduce the number of Preferred Shares to be payable, deliverable or issuable upon conversion as provided herein, then all references to Series C Common Stock in this Section 5 shall be deemed to apply, so far as appropriate and as nearly as may be, to such cash, property or other securities. Subject to the provisions for adjustment hereinafter set forth in this Section 5, the Series C-1 Preferred Stock may be converted into Series C Common Stock at the initial conversion rate of [ ]4 fully paid and non-assessable shares of Series C Common Stock for each share of Series C-1 Preferred Stock so converted (this conversion rate as from time to time adjusted cumulatively pursuant to the provisions of this Section is hereinafter referred to as the “Series C-1 Conversion Rate”)converted.