Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. (i) Subject to paragraph 5(c), if at any time from and after December 22, 2009, the Weighted Average Price of the Common Stock for each of 20 consecutive Trading Days (the “Mandatory Conversion Measuring Period”) equals or exceeds 200% of the Conversion Price and there is not then an Equity Conditions Failure, the Company shall have the right to require the Holder to convert up to 100% of the outstanding principal amount then remaining under this Note, in each case as designated in the Mandatory Conversion Notice (as defined below) into fully paid, validly issued and nonassessable shares of Common Stock in accordance with paragraph 5(a) hereof at the Conversion Rate as of the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”). (ii) The Company may exercise its right to require conversion under this paragraph 5(h) by delivering within not more than three Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof to all, but not less than all, of the holders of Notes (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 shall be irrevocable. The Mandatory Conversion Notice shall state (w) the Trading Day selected for the Mandatory Conversion in accordance with paragraph 5(h)(i), which Trading Day shall be no later than five Business Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (x) the aggregate principal amount of the Notes subject to mandatory conversion from the Holder and all of the other holders of the Notes pursuant to this paragraph 5(i) (and analogous provisions under such other Notes), (y) the number of shares of Common Stock to be issued to such Holder on the Mandatory Conversion Date, and (z) certify that there is not then an Equity Conditions Failure. (iii) If the Company elects to cause a conversion of any principal amount of this Note pursuant to this paragraph 5(h), then it must simultaneously take the same action in the same proportion with respect to the other Notes. If the Company elects a Mandatory Conversion of this Note pursuant to this paragraph 5(h) (or similar provisions under the other Notes) with respect to less than all of the principal amount of the Notes then outstanding, then the Company shall require conversion of a principal amount from each of the holders of the Notes equal to the product of (x) the aggregate principal amount of Notes which the Company has elected to cause to be converted pursuant to this paragraph 5(h), multiplied by (y) a fraction, the numerator of which is the principal amount of the Notes held by such holder and the denominator of which is the aggregate principal amount of the Notes then outstanding.

Mandatory Conversion. (ia) Subject to paragraph 5(c), if If at any time from during the period commencing on January 1, 2002, and after ending on December 2231, 20092004 (the "MANDATORY CONVERSION PERIOD"), the Weighted Average Closing Price (as defined in the form of the Common Stock for each of 20 consecutive Trading Days (the “Mandatory Conversion Measuring Period”Note) equals or exceeds 200shall exceed 180% of the Conversion Price and there is not then an Equity Conditions Failurein effect for at least thirty (30) trading days in any period of forty-five (45) consecutive trading days, then the Company shall have may, by providing written notice to the right to holder of any Note (a "MANDATORY CONVERSION NOTICE") within twenty (20) Business Days after the end of such forty-five (45) day period, require the Holder to that such holder convert up to 100% of the outstanding principal amount then remaining under this such Note, in whole or in part, into fully paid and nonassessable shares (calculated as to each case conversion to the nearest one one-hundredth of a share) of Common Stock at the Conversion Price, determined as designated hereinafter provided, in effect at the close of business on the day of conversion. Each Mandatory Conversion Notice shall (as defined belowi) into fully paid, validly issued specify in reasonable detail the computations of the Closing Price and nonassessable shares of Common Stock in accordance with paragraph 5(a) hereof at the Conversion Rate as Price on the basis of which the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”). (ii) The Company may is electing to exercise its right to require conversion under this paragraph 5(h) by delivering within not more than three Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof to all, but not less than all, of the holders of Notes (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 shall be irrevocable. The Mandatory Conversion Notice shall state (w) the Trading Day selected for the Mandatory Conversion in accordance with paragraph 5(h)(i), which Trading Day shall be no later than five Business Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (x) the aggregate principal amount of the Notes subject to mandatory conversion from the Holder and all of the other holders of the Notes pursuant to this paragraph 5(i) (and analogous provisions under such other Notes), (y) the number of shares of Common Stock to be issued to such Holder on the Mandatory Conversion Date, and (z) certify that there is not then an Equity Conditions Failure. (iii) If the Company elects to cause a conversion of any principal amount of this Note pursuant to this paragraph 5(h)SECTION 2.2, then it must simultaneously take the same action in the same proportion with respect to the other Notes. If the Company elects a Mandatory Conversion of this Note pursuant to this paragraph 5(hand (ii) (or similar provisions under the other Notes) with respect to less than all of the principal amount of the Notes then outstandingNote that the Company is requiring the holder to convert pursuant to this SECTION 2.2. Notwithstanding anything to the contrary contained herein, then the Company shall not be entitled to require any holder of a Note to convert such Note, in whole or in part, into Common Stock pursuant to this SECTION 2.2 unless a Shelf Registration Statement (as defined in the Registration Rights Agreement) covering resales of the Common Stock issuable upon conversion of a principal amount from each of such Note is effective and available for use for at least sixty (60) days after the holders of the Notes equal Conversion Shares are issued to the product of such holder upon such conversion. (xb) the aggregate principal amount of Notes which the Company has elected to cause to be Any Note converted pursuant to this paragraph 5(h), multiplied SECTION 2.2(a) shall be converted into a number of full shares of Common Stock computed by (y) a fraction, the numerator of which is dividing the principal amount of such Note or portion thereof surrendered for conversion by the Notes held by such holder and Conversion Price in effect at the denominator close of which is business on the aggregate principal amount day of the Notes then outstandingconversion. The Conversion Price shall be adjusted in certain instances as provided in this SECTION 2.

Mandatory Conversion. (i) Subject to paragraph 5(c)If, if at any time from and after December 22the six-month anniversary of the date hereof (or, 2009if earlier, the Weighted Average Price date that a resale registration statement on Form S-3 covering the resale of all of the Common Stock for each of 20 consecutive Trading Days (the “Mandatory Conversion Measuring Period”) equals or exceeds 200% of the Conversion Price and there is not then an Equity Conditions Failure, the Company shall have the right to require the Holder to convert up to 100% of the outstanding principal amount then remaining under this Note, in each case as designated in the Mandatory Conversion Notice (as defined below) into fully paid, validly issued and nonassessable shares of Common Stock issuable upon conversion of this Note is effective), provided that the Common Stock is then listed or quoted on a Trading Market and has been so listed or quoted during the preceding thirty (30) Business Days, the Company’s VWAP equals or exceeds $10.00 for twenty (20) Business Days during any thirty (30) Business Day period, this Note, together with accrued interest thereon, may be converted, in accordance with paragraph 5(a) hereof whole or in part, into Conversion Shares at the Conversion Rate as option of the Mandatory Conversion Date Company, at any time and from time to time (as defined belowsubject to the conversion limitations set forth in Section 5(g) (a “Mandatory Conversion”). (ii) The Company may exercise its right to require conversion under this paragraph 5(h) by delivering within not more than three Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof to all, but not less than all, of the holders of Notes (the “Mandatory Conversion Notice” and the date all of the holders received such notice is referred to as the “Mandatory Conversion Notice Date”hereof). The Mandatory Company shall effect conversions by delivering to Noteholder a notice of conversion, the form of which is attached hereto as Exhibit B (each, a “Notice of Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (w) the Trading Day selected for the Mandatory Conversion in accordance with paragraph 5(h)(iCompany), which Trading Day shall be no later than five Business Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (x) specifying therein the aggregate principal amount of this Note, together with accrued interest thereon, and/or any other amounts due under this Note to be converted and the Notes subject to mandatory conversion from the Holder and all Conversion Date. If no Conversion Date is specified in a Notice of the other holders of the Notes pursuant to this paragraph 5(i) Conversion (and analogous provisions under such other NotesCompany), (y) the number Conversion Date shall be the date that such Notice of shares Conversion is deemed delivered hereunder. Conversions hereunder shall have the effect of Common Stock to be issued to such Holder on lowering the Mandatory Conversion Date, and (z) certify that there is not then an Equity Conditions Failure. (iii) If the Company elects to cause a conversion of any outstanding principal amount of this Note pursuant to this paragraph 5(h), then it must simultaneously take the same action in the same proportion with respect an amount equal to the other Notesapplicable principal amount converted. If The Noteholder and the Company elects shall update the Principal Schedule to show the principal amount(s) converted and the date of such conversion(s). The Noteholder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a Mandatory Conversion portion of this Note, the outstanding principal amount of this Note pursuant to this paragraph 5(h) (or similar provisions under the other Notes) with respect to may be less than all of the principal amount of stated on the Notes then outstanding, then the Company shall require conversion of a principal amount from each of the holders of the Notes equal to the product of (x) the aggregate principal amount of Notes which the Company has elected to cause to be converted pursuant to this paragraph 5(h), multiplied by (y) a fraction, the numerator of which is the principal amount of the Notes held by such holder and the denominator of which is the aggregate principal amount of the Notes then outstandingface hereof.

Mandatory Conversion. (i) Subject to paragraph 5(c), if at any time from and after December 22, 2009, the Weighted Average Price of the The Notes shall be automatically converted into Common Stock for each of 20 consecutive Trading Days (on the “Mandatory Conversion Measuring Period”) equals or exceeds 200% of the Conversion Price and there is not then an Equity Conditions Failure, the Company shall have the right to require the Holder to convert up to 100% of the outstanding principal amount then remaining under this Note, in each case as designated in the Mandatory Conversion Notice (as defined below) into fully paid, validly issued and nonassessable shares of Common Stock in accordance with paragraph 5(a) hereof at the Conversion Rate as of the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”). (ii) The Company may exercise its right to require conversion under this paragraph 5(h) by delivering within not more than three Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof to all, but not less than all, of the holders of Notes (the “Mandatory Conversion Notice” and the first date all of the holders received such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (w) the Trading Day selected for the Mandatory Conversion in accordance with paragraph 5(h)(i), which Trading Day shall be no later than five Business Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”) on or after the 15th Trading Day following October 15, 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 110% of the Conversion Price and (xii) the Company has sufficient shares of Common Stock (or other securities into which the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). The Notes shall be converted into that number of fully paid and nonassessable shares of Common Stock (or other securities into which the Notes are then convertible) obtained by dividing the aggregate principal amount of the Notes by the Conversion Price in effect at such time rounded to the 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. As promptly as practicable after the Mandatory Conversion Date as set forth above, subject to mandatory Section 14.1(b) and in compliance with any restrictions on transfer if shares issuable on conversion from the Holder and all are to be issued in a name other than that of the other holders Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company shall issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose pursuant to this paragraph 5(i) (and analogous provisions under such other Notes)Section 4.2, (y) a certificate or certificates for the number of full shares issuable upon the conversion of such Note or portion thereof accordance with the provisions of this Article XIV 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. Any interest on the Notes accrued as of the Mandatory Conversion Date shall be paid in cash to be issued to the former holders of such Holder Notes on the next succeeding interest payment date. After the Mandatory Conversion Date, and (z) certify that there is not then an Equity Conditions Failure. (iii) If the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company elects to cause a conversion make any payment of principal, and the Company’s obligations to make any principal amount of this Note pursuant to this paragraph 5(h), then it must simultaneously take the same action in the same proportion further payments with respect to the other NotesNotes will terminate (except for under this Section 14.3). If Upon the Company elects conversion of an interest in a Mandatory Conversion global Note, the Trustee, or the Custodian at the direction of this the Trustee, shall make a notation on such global Note pursuant as to this paragraph 5(h) (or similar provisions under the other Notes) with respect to less than all of reduction in the principal amount of the Notes then outstanding, then the Company shall require conversion of a principal amount from each of the holders of the Notes equal to the product of (x) the aggregate principal amount of Notes which the Company has elected to cause to be converted pursuant to this paragraph 5(h), multiplied by (y) a fraction, the numerator of which is the principal amount of the Notes held by such holder and the denominator of which is the aggregate principal amount of the Notes then outstandingrepresented thereby.

Mandatory Conversion. The Notes shall be automatically converted into Common Stock on the first date (the "Mandatory Conversion Date") on or after the 15th Trading Day following October 15, 2004, on which: (i) Subject to paragraph 5(cthe average of the Closing Price (as defined in Section 14.6(g), if at any time from and after December 22, 2009, the Weighted Average Price ) of the Common Stock for each of 20 on 15 consecutive preceding Trading Days (the “Mandatory Conversion Measuring Period”) equals is equal to or exceeds 200greater than 110% of the Conversion Price and there is not then an Equity Conditions Failure, (ii) the Company shall have has sufficient shares of Common Stock (or other securities into which the right Notes are then convertible) authorized to require the Holder to convert up to 100% of the outstanding principal amount then remaining under this Note, in each case as designated in execute the Mandatory Conversion Notice (as defined below) ). The Notes shall be converted into that number of fully paid, validly issued paid and nonassessable shares of Common Stock in accordance with paragraph 5(a(or other securities into which the Notes are then convertible) hereof at the Conversion Rate as of the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”). (ii) The Company may exercise its right to require conversion under this paragraph 5(h) obtained by delivering within not more than three Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof to all, but not less than all, of the holders of Notes (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 shall be irrevocable. The Mandatory Conversion Notice shall state (w) the Trading Day selected for the Mandatory Conversion in accordance with paragraph 5(h)(i), which Trading Day shall be no later than five Business Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (x) dividing the aggregate principal amount of the Notes subject by the Conversion Price in effect at such time rounded to mandatory conversion from the Holder and all 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 other procedures set forth in such program. Any unpaid 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 pursuant 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 paragraph 5(i) (and analogous provisions under such other NotesSection 14.3), (y) the number of . The Company will cause to be issued in book-entry form shares of Common Stock sufficient to effect the Mandatory Conversion. The shares of Common Stock issued as a result of the Mandatory Conversion shall be issued credited through the Depository's book-entry conversion program to such Holder on the respective account of each Noteholder as of the Mandatory Conversion Date, and (z) certify that there is not then an Equity Conditions Failure. (iii) If the Company elects to cause a conversion of any principal amount of this Note pursuant to this paragraph 5(h), then it must simultaneously take the same action in the same proportion with respect to the other Notes. If the Company elects a Mandatory Conversion of this Note pursuant to this paragraph 5(h) (or similar provisions under the other Notes) with respect to less than all of the principal amount of the Notes then outstanding, then the Company shall require conversion of a principal amount from each of the holders of the Notes equal to the product of (x) the aggregate principal amount of Notes which the Company has elected to cause to be converted pursuant to this paragraph 5(h), multiplied by (y) a fraction, the numerator of which is the principal amount of the Notes held by such holder and the denominator of which is the aggregate principal amount of the Notes then outstanding.

Mandatory Conversion. (i) Subject to paragraph 5(c), if at any time from and after December 22, 2009, the Weighted Average Price of the The Notes shall be automatically converted into Common Stock for each of 20 consecutive Trading Days (on the “Mandatory Conversion Measuring Period”) equals or exceeds 200% of the Conversion Price and there is not then an Equity Conditions Failure, the Company shall have the right to require the Holder to convert up to 100% of the outstanding principal amount then remaining under this Note, in each case as designated in the Mandatory Conversion Notice (as defined below) into fully paid, validly issued and nonassessable shares of Common Stock in accordance with paragraph 5(a) hereof at the Conversion Rate as of the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”). (ii) The Company may exercise its right to require conversion under this paragraph 5(h) by delivering within not more than three Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof to all, but not less than all, of the holders of Notes (the “Mandatory Conversion Notice” and the first date all of the holders received such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (w) the Trading Day selected for the Mandatory Conversion in accordance with paragraph 5(h)(i), which Trading Day shall be no later than five Business Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”) on or after the 15th Trading Day following October 15, 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 110% of the Conversion Price and (xii) the Company has sufficient shares of Common Stock (or other securities into which the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). The Notes shall be converted into that number of fully paid and nonassessable shares of Common Stock (or other securities into which the Notes are then convertible) obtained by dividing the aggregate principal amount of the Notes by the Conversion Price in effect at such time rounded to the 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. As promptly as practicable after the Mandatory Conversion Date as set forth above, subject to mandatory Section 14.1(c) and in compliance with any restrictions on transfer if shares issuable on conversion from the Holder and all are to be issued in a name other than that of the other holders Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company shall issue and shall deliver to such holder at the office or agency maintained by the Company for such purpose pursuant to this paragraph 5(i) (and analogous provisions under such other Notes)Section 4.2, (y) a certificate or certificates for the number of full shares issuable upon the conversion of such Note or portion thereof accordance with the provisions of this Article XIV 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. Any interest on the Notes accrued as of the Mandatory Conversion Date shall be paid in cash to be issued to the former holders of such Holder Notes on the next succeeding interest payment date. After the Mandatory Conversion Date, and (z) certify that there is not then an Equity Conditions Failure. (iii) If the Notes will no longer represent Indebtedness of the Company, will no longer accrue interest or require the Company elects to cause a conversion make any payment of principal, and the Company’s obligations to make any principal amount of this Note pursuant to this paragraph 5(h), then it must simultaneously take the same action in the same proportion further payments with respect to the other NotesNotes will terminate (except for under this Section 14.3). If Upon the Company elects conversion of an interest in a Mandatory Conversion global Note, the Trustee, or the Custodian at the direction of this the Trustee, shall make a notation on such global Note pursuant as to this paragraph 5(h) (or similar provisions under the other Notes) with respect to less than all of reduction in the principal amount of the Notes then outstanding, then the Company shall require conversion of a principal amount from each of the holders of the Notes equal to the product of (x) the aggregate principal amount of Notes which the Company has elected to cause to be converted pursuant to this paragraph 5(h), multiplied by (y) a fraction, the numerator of which is the principal amount of the Notes held by such holder and the denominator of which is the aggregate principal amount of the Notes then outstandingrepresented thereby.

Mandatory Conversion. (i) Subject Each time that a share of 7.50% Preferred is converted into one or more shares of Common Stock pursuant to paragraph 5(cthe provisions of the Certificate of Designations of 7.50% Mandatory Convertible Preferred Shares of the Corporation (such Certificate of Designations, as may be amended from time to time, the “7.5% Preferred Certificate of Designation”), if at 1.98507454 shares of Class B Common then outstanding will automatically convert, without any time from and after December 22, 2009, further action on the Weighted Average Price part of the Corporation or the Holder thereof (subject to Section 5(i)) into a number of newly issued shares of Common Stock for each of 20 consecutive Trading Days (equal to the “Mandatory Class B Conversion Measuring Period”) equals or exceeds 200% of the Conversion Price and there is not then an Equity Conditions Failure, the Company shall have the right to require the Holder to convert up to 100% of the outstanding principal amount then remaining under this Note, in each case as designated in the Mandatory Conversion Notice Rate (as defined in Section 6 below). (ii) In the event that less than all outstanding 7.50% Preferred is converted into fully paidshares of Common Stock, validly issued and nonassessable the Corporation shall, within five (5) business days of such conversion, provide ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) with written notification of such conversion. Within ten (10) business days of receipt of such notice, Cargill shall provide the Corporation with written instructions identifying of the shares of Class B Common to be converted into shares of Common Stock in accordance with paragraph 5(a) hereof at the Conversion Rate as of the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”Section 5(i). (ii) The Company may exercise its right to require conversion under this paragraph 5(h) by delivering within not more than three Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof to all, but not less than all, of the holders of Notes (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 shall be irrevocable. The Mandatory Conversion Notice shall state (w) the Trading Day selected for the Mandatory Conversion in accordance with paragraph 5(h)(i), which Trading Day shall be no later than five Business Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (x) the aggregate principal amount of the Notes subject to mandatory conversion from the Holder and all of the other holders of the Notes pursuant to this paragraph 5(i) (and analogous provisions under such other Notes), (y) the number of shares of Common Stock to be issued to such Holder on the Mandatory Conversion Date, and (z) certify that there is not then an Equity Conditions Failure. (iii) If The Corporation shall make such arrangements as it deems appropriate for the Company elects issuance of certificates, if any, representing Common Stock, and for the payment of cash in lieu of fractional shares of Common Stock, if any, in exchange for and contingent upon surrender of certificates representing the shares of Class B Common (if such shares are held in certificated form). The Corporation may defer the payment of dividends on the Common Stock issuable upon conversion of shares of Class B Common and the voting thereof until, and make such payment and voting contingent upon, the surrender of the certificates representing the shares of Class B Common, provided that the Corporation shall give the Holders of the shares of Class B Common such notice of any such actions as the Corporation deems appropriate and upon such surrender such Holders shall be entitled to cause a receive such dividends declared and paid on such Common Stock subsequent to the date of conversion. Amounts payable in cash in respect of the shares of Class B Common or in respect of such Common Stock shall not bear interest. Transfer or similar taxes in connection with the issuance of Common Stock to any person other than the Holder will be paid by the Holder. (iv) Upon conversion of any principal amount share of Class B Common as described in this Note pursuant Section 5, such share of Class B Common shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to this paragraph 5(h)exist, then and each certificate representing each share of Class B Common so converted shall, insofar as it must simultaneously take the same action in the same proportion relates to such share, cease to have any rights with respect thereto, except the right to receive the other Notes. If the Company elects a Mandatory Conversion shares of this Note pursuant to this paragraph 5(h) (or similar provisions under the other Notes) with respect to less than all Common Stock issuable upon surrender of the principal amount of the Notes then outstanding, then the Company shall require conversion of a principal amount from each of the holders of the Notes equal to the product of (x) the aggregate principal amount of Notes which the Company has elected to cause to be converted pursuant to this paragraph 5(h), multiplied by (y) a fraction, the numerator of which is the principal amount of the Notes held by such holder and the denominator of which is the aggregate principal amount of the Notes then outstandingcertificate.

Mandatory Conversion. (ia) Subject to paragraph 5(c), if If at any time from during the period commencing on January 1, 2002, and after ending on December 2231, 20092004 (the "Mandatory Conversion Period"), the Weighted Average Closing Price (as defined in the form of the Common Stock for each of 20 consecutive Trading Days (the “Mandatory Conversion Measuring Period”Note) equals or exceeds 200shall exceed 180% of the Conversion Price and there is not then an Equity Conditions Failurein effect for at least thirty (30) trading days in any period of forty-five (45) consecutive trading days, then the Company shall have may, by providing written notice to the right to holder of any Note (a "Mandatory Conversion Notice") within twenty (20) Business Days after the end of such forty-five (45) day period, require the Holder to that such holder convert up to 100% of the outstanding principal amount then remaining under this such Note, in whole or in part, into fully paid and nonassessable shares (calculated as to each case conversion to the nearest one one-hundredth of a share) of Common Stock at the Conversion Price, determined as designated hereinafter provided, in effect at the close of business on the day of conversion. Each Mandatory Conversion Notice shall (as defined belowi) into fully paid, validly issued specify in reasonable detail the computations of the Closing Price and nonassessable shares of Common Stock in accordance with paragraph 5(a) hereof at the Conversion Rate as Price on the basis of which the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”). (ii) The Company may is electing to exercise its right to require conversion under this paragraph 5(h) by delivering within not more than three Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof to all, but not less than all, of the holders of Notes (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 shall be irrevocable. The Mandatory Conversion Notice shall state (w) the Trading Day selected for the Mandatory Conversion in accordance with paragraph 5(h)(i), which Trading Day shall be no later than five Business Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (x) the aggregate principal amount of the Notes subject to mandatory conversion from the Holder and all of the other holders of the Notes pursuant to this paragraph 5(i) (and analogous provisions under such other Notes), (y) the number of shares of Common Stock to be issued to such Holder on the Mandatory Conversion Date, and (z) certify that there is not then an Equity Conditions Failure. (iii) If the Company elects to cause a conversion of any principal amount of this Note pursuant to this paragraph 5(h)Section 2.2, then it must simultaneously take the same action in the same proportion with respect to the other Notes. If the Company elects a Mandatory Conversion of this Note pursuant to this paragraph 5(hand (ii) (or similar provisions under the other Notes) with respect to less than all of the principal amount of the Notes then outstandingNote that the Company is requiring the holder to convert pursuant to this Section 2.2. Notwithstanding anything to the contrary contained herein, then the Company shall not be entitled to require any holder of a Note to convert such Note, in whole or in part, into Common Stock pursuant to this Section 2.2 unless a Shelf Registration Statement (as defined in the Registration Rights Agreement) covering resales of the Common Stock issuable upon conversion of a principal amount from each of such Note is effective and available for use for at least sixty (60) days after the holders of the Notes equal Conversion Shares are issued to the product of such holder upon such conversion. (xb) the aggregate principal amount of Notes which the Company has elected to cause to be Any Note converted pursuant to this paragraph 5(h), multiplied Section 2.2(a) shall be converted into a number of full shares of Common Stock computed by (y) a fraction, the numerator of which is dividing the principal amount of such Note or portion thereof surrendered for conversion by the Notes held by such holder and Conversion Price in effect at the denominator close of which is business on the aggregate principal amount day of the Notes then outstandingconversion. The Conversion Price shall be adjusted in certain instances as provided in this Section 2.

Mandatory Conversion. Upon the closing of a financing (ia "Qualified Offering") Subject to paragraph 5(cby the Company during the term of the Note (the "Conversion Date") involving the sale of at least $15,000,000 in equity securities by the Company (and/or securities convertible into equity securities of the Company (the "Equity Financing Securities)), if at any time from and after December 22, 2009, the Weighted Average Price of the Common Stock for each of 20 consecutive Trading Days (the “Mandatory Conversion Measuring Period”) equals or exceeds 200% of the Conversion Price and there is not then an Equity Conditions Failure, the Company shall have the right to require the Holder to convert up to 100% all of the outstanding principal amount then remaining under of this Note, in each case as designated together with accrued and unpaid interest due thereon, shall automatically, without the necessity of any action by the Holder or the Company, convert (the "Mandatory Conversion") into units of the Company (the "Units") at a conversion price per Unit equal to the lesser of 80% of (a) the price per share of the Equity Financing Securities sold in the Qualified Offering, or (b) $7.00 (the "Mandatory Conversion Notice Price"). Each Unit shall consists of one share (as defined belowthe "Unit Shares") into fully paidof the Company's common stock, validly issued $0.0001 par value per share (the "Common Stock"), and nonassessable shares one five-year warrant (the "Unit Warrants") to purchase one additional share (the "Unit Warrant Shares") of Common Stock in accordance with paragraph 5(a) hereof at the Conversion Rate as an exercise price equal to 125% of the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”). (ii) The Company may exercise its right to require conversion under this paragraph 5(h) by delivering within not more than three Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof to all, but not less than all, price per share of the holders of Notes (Equity Financing Securities sold in the “Mandatory Conversion Notice” and the date all of the holders received such notice is referred to as the “Mandatory Conversion Notice Date”)Qualified Offering. The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (w) the Trading Day selected for the Mandatory Conversion in accordance with paragraph 5(h)(i), which Trading Day shall be no later than five Business Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (x) the aggregate principal amount of the Notes subject to mandatory conversion from the Holder and all of the other holders of the Notes pursuant to this paragraph 5(i) (and analogous provisions under such other Notes), (y) the number of shares of Common Stock to be issued to such Holder on the Mandatory Conversion Date, and (z) certify that there is not then an Equity Conditions Failure. (iii) If the Company elects to cause a conversion of any principal amount of this Note pursuant to this paragraph 5(h), then it must simultaneously take the same action in the same proportion with respect to the other Notes. If the Company elects Units issuable upon a Mandatory Conversion of this Note pursuant shall be determined by the quotient obtained by dividing (i) the outstanding principal amount of this Note being converted plus accrued but unpaid interest thereon on the Conversion Date by (ii) the Mandatory Conversion Price. The calculation by the Company of the number of Units to be received by the Holder upon conversion hereof, shall be conclusive absent manifest error. No fraction of Units will be issued on conversion, but the number of Units shall be rounded to the nearest whole number of Units. On the Conversion Date, as the result of the Mandatory Conversion, the Note shall be of no further force or effect and shall be terminated. The Holder shall thereafter return this paragraph 5(h) Note to the Company via a nationally recognized overnight delivery service (or similar provisions under the other Notes) provide an indemnification undertaking with respect to less than all this Note in the case of its loss, theft or destruction). On or before the principal amount of fifth trading day for the Notes then outstandingCommon Stock following the Mandatory Conversion, then the Company shall require conversion of cause its transfer agent to issue and deliver to the Holder at the address specified in this Note or such other address as directed by the Holder, a principal amount from each certificate, registered in the name of the holders Holder, for the number of the Notes equal Units to the product of (x) the aggregate principal amount of Notes which the Company has elected to cause to be converted pursuant to this paragraph 5(h), multiplied by (y) a fraction, the numerator of which Holder is the principal amount of the Notes held by such holder and the denominator of which is the aggregate principal amount of the Notes then outstandingentitled."

Mandatory Conversion. (ia) Subject to paragraph 5(c), if If at any time from during the period commencing on January 1, 2002, and after ending on December 2231, 20092004 (the "Mandatory Conversion Period"), the Weighted Average Closing Price of the Common Stock for each of 20 consecutive Trading Days (the “Mandatory Conversion Measuring Period”) equals or exceeds 200shall exceed 180% of the Conversion Price and there is not for any Note then an Equity Conditions Failurein effect for at least thirty (30) trading days in any period of forty-five (45) consecutive trading days, then the Company shall have may, by providing written notice to the right to holder of such Note (a "Mandatory Conversion Notice") within twenty (20) Business Days after the end of such forty-five (45) day period, require the Holder to that such holder convert up to 100% of the outstanding principal amount then remaining under this such Note, in whole or in part, into fully paid and nonassessable shares (calculated as to each case conversion to the nearest one one-hundredth of a share) of Common Stock at the Conversion Price of such Note, determined as designated hereinafter provided, in effect at the close of business on the day of conversion. Each Mandatory Conversion Notice shall (as defined belowi) into fully paid, validly issued specify in reasonable detail the computations of the Closing Price and nonassessable shares of Common Stock in accordance with paragraph 5(a) hereof at the Conversion Rate as Price on the basis of which the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”). (ii) The Company may is electing to exercise its right to require conversion under this paragraph 5(h) by delivering within not more than three Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof to all, but not less than all, of the holders of Notes (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 shall be irrevocable. The Mandatory Conversion Notice shall state (w) the Trading Day selected for the Mandatory Conversion in accordance with paragraph 5(h)(i), which Trading Day shall be no later than five Business Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (x) the aggregate principal amount of the Notes subject to mandatory conversion from the Holder and all of the other holders of the Notes pursuant to this paragraph 5(i) (and analogous provisions under such other Notes), (y) the number of shares of Common Stock to be issued to such Holder on the Mandatory Conversion Date, and (z) certify that there is not then an Equity Conditions Failure. (iii) If the Company elects to cause a conversion of any principal amount of this Note pursuant to this paragraph 5(h)Section 2.2, then it must simultaneously take the same action in the same proportion with respect to the other Notes. If the Company elects a Mandatory Conversion of this Note pursuant to this paragraph 5(hand (ii) (or similar provisions under the other Notes) with respect to less than all of the principal amount of the Notes then outstandingNote that the Company is requiring the holder to convert pursuant to this Section 2.2. Notwithstanding anything to the contrary contained herein, then the Company shall not be entitled to require any holder of a Note to convert such Note, in whole or in part, into Common Stock pursuant to this Section 2.2 unless a Shelf Registration Statement (as defined in the Second Amended and Restated Registration Rights Agreement) covering resales of the Common Stock issuable upon conversion of a principal amount from each of such Note is effective and available for use for at least sixty (60) days after the holders of the Notes equal Conversion Shares are issued to the product of such holder upon such conversion. (xb) the aggregate principal amount of Notes which the Company has elected to cause to be Any Note converted pursuant to this paragraph 5(h), multiplied Section 2.2(a) shall be converted into a number of full shares of Common Stock computed by (y) a fraction, the numerator of which is dividing the principal amount of such Note or portion thereof surrendered for conversion by the Notes held by such holder and Conversion Price in effect at the denominator close of which is business on the aggregate principal amount day of the Notes then outstandingconversion. The Conversion Price shall be adjusted in certain instances as provided in this Section 2.

Mandatory Conversion. (i) Subject to paragraph 5(c), if If at any time from and after December 22, 2009the Issuance Date, the Weighted Average Price closing per share price of the Common Stock exceeds $8.00 (as such price may be proportionally adjusted for each of 20 stock splits, reverse splits, stock dividends and recapitalizations) for 30 consecutive Trading Days (the “Mandatory Conversion Measuring Period”) equals or exceeds 200% of the Conversion Price "PRICING EVENT"), and further provided that there is not then an Equity Conditions Failure, the Company shall have the right to require the Holder to convert up to 100% of the outstanding principal amount then remaining under this Note, in each case as designated in the Mandatory Conversion Notice (as defined below) into fully paid, validly issued has been Effective Registration for at least such 30 Trading Day period and nonassessable shares of Common Stock in accordance with paragraph 5(a) hereof at the Conversion Rate as of including the Mandatory Conversion Date (as defined below) the Company shall have the option, exercisable by delivering an irrevocable notice to the Holder (the "MANDATORY CONVERSION NOTICE") to provide that the Note shall be converted at the Conversion Price on a “date (the "MANDATORY CONVERSION DATE") at least 30 but no more than 60 days from the date of the Mandatory Conversion”)Conversion Notice. The foregoing shall not affect the right of the Holder to convert this Note pursuant to Section 3(a) above at all times up to and including the Mandatory Conversion Date. (ii) The Company may exercise its right Notwithstanding the preceding subsection (m)(i), the Holder of the Note shall not be obligated to require conversion under convert this paragraph 5(h) by delivering within not more than three Trading Days following the end of such Note on a Mandatory Conversion Measuring Period a written notice thereof to all, but not less than all, Date unless and until each of the holders of Notes (the “Mandatory Conversion Notice” and following conditions has been satisfied at all times from the date all of the holders received such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (w) the Trading Day selected for the Mandatory Conversion in accordance with paragraph 5(h)(i), which Trading Day shall be no later than five Business Days following the Mandatory Conversion Notice Date (up to and including the “Mandatory Conversion Date”), : A. There is Effective Registration; B. No Event of Default has occurred and is continuing; and C. The Holder has received unlegended certificates representing Common Shares (xas defined in the Purchase Agreement) with respect to all conversions for which Conversion Notices have been given. (iii) In the aggregate principal amount of the Notes subject to mandatory conversion from the Holder and all of the other holders of the Notes pursuant to this paragraph 5(i) (and analogous provisions under such other Notes), (y) event that the number of shares of Common Stock to that would be issued to such the Holder on the Mandatory Conversion Date, and (z) certify that there is not then an Equity Conditions Failure. (iii) If the Company elects to cause a conversion of any principal amount of this Note pursuant to this paragraph 5(h), then it must simultaneously take the same action would result in the same proportion with respect to Holder exceeding the other Notes. If the Company elects a Mandatory Conversion of this Note pursuant to this paragraph 5(hlimitation set fort in Section 3(l) (or similar provisions under the other Notes) with respect to less than all of the principal amount of the Notes then outstandingabove, then the Company shall require issue to the Holder upon conversion of a principal the Holder's Note, only the number of shares as would not cause the Holder to exceed such amount from each and with respect to the balance of the holders of the Notes Note, an amount in cash equal to the product greater of (xi) the aggregate principal amount Principal Amount of Notes which the Company has elected to cause to be converted pursuant to this paragraph 5(h), multiplied by (y) a fraction, the numerator of which is the principal amount such balance of the Notes held by such holder Note and (ii) the denominator of which is the aggregate principal amount Market Price of the Notes then outstandingUnderlying Shares of such balance of the Note as of the date of the Mandatory Conversion Date. (iv) Such forced conversion shall be subject to and governed by all the provisions relating to voluntary conversion of the Note contained herein.

Mandatory Conversion. (i) Subject to paragraph 5(c), if at any time from and after December 22, 2009, the Weighted Average Price of the The Notes shall be automatically converted into Common Stock for each of 20 consecutive Trading Days (on the “Mandatory Conversion Measuring Period”) equals or exceeds 200% of the Conversion Price and there is not then an Equity Conditions Failure, the Company shall have the right to require the Holder to convert up to 100% of the outstanding principal amount then remaining under this Note, in each case as designated in the Mandatory Conversion Notice (as defined below) into fully paid, validly issued and nonassessable shares of Common Stock in accordance with paragraph 5(a) hereof at the Conversion Rate as of the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”). (ii) The Company may exercise its right to require conversion under this paragraph 5(h) by delivering within not more than three Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof to all, but not less than all, of the holders of Notes (the “Mandatory Conversion Notice” and the first date all of the holders received such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (w) the Trading Day selected for the Mandatory Conversion in accordance with paragraph 5(h)(i), which Trading Day shall be no later than five Business Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”) on or after the 15th Trading Day following October 15, 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 110% of the Conversion Price and (xii) the Company has sufficient shares of Common Stock (or other securities into which the Notes are then convertible) authorized to execute the Mandatory Conversion (as defined below). The Notes shall be converted into that number of fully paid and nonassessable shares of Common Stock (or other securities into which the Notes are then convertible) obtained by dividing the aggregate principal amount of the Notes subject by the Conversion Price in effect at such time rounded to mandatory conversion from the Holder and all 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 other 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 pursuant 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 paragraph 5(i) (and analogous provisions under such other NotesSection 14.3), (y) the number of . 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 issued credited through the Depository’s book-entry conversion program to such Holder on the respective account of each Noteholder as of the Mandatory Conversion Date, and (z) certify that there is not then an Equity Conditions Failure. (iii) If the Company elects to cause a conversion of any principal amount of this Note pursuant to this paragraph 5(h), then it must simultaneously take the same action in the same proportion with respect to the other Notes. If the Company elects a Mandatory Conversion of this Note pursuant to this paragraph 5(h) (or similar provisions under the other Notes) with respect to less than all of the principal amount of the Notes then outstanding, then the Company shall require conversion of a principal amount from each of the holders of the Notes equal to the product of (x) the aggregate principal amount of Notes which the Company has elected to cause to be converted pursuant to this paragraph 5(h), multiplied by (y) a fraction, the numerator of which is the principal amount of the Notes held by such holder and the denominator of which is the aggregate principal amount of the Notes then outstanding.

Mandatory Conversion. (ia) Subject to paragraph 5(c), if at any time from and after December 22, 2009, upon compliance with the Weighted Average Price provisions of the Common Stock for each of 20 consecutive Trading Days (the “Mandatory Conversion Measuring Period”) equals or exceeds 200% of the Conversion Price and there is not then an Equity Conditions Failurethis Article 14, the Company shall have the right to require the Holder to convert up to 100% of the all outstanding principal amount then remaining under this Note, in each case as designated in the Mandatory Conversion Notice (as defined below) Notes into fully paid, validly issued and nonassessable shares of Common Stock in accordance with paragraph 5(a) hereof at the Conversion Rate as of the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”).) upon the earliest to occur of the following (each, a “Mandatory Conversion Event”): (i) the closing or effective date of any bona fide arm’s length issuance by the Company of Common Stock to third parties that are not stockholders of the Company (or Affiliates of stockholders of the Company) for cash with (x) a total issuance size that is greater than or equal to $100,000,000 and (y) a per-share price greater than or equal to $34.16, before underwriting commissions, placement fees or similar expenses; (ii) The Company may exercise its right to require conversion under this paragraph 5(hthe Business Day immediately succeeding the thirty (30) by delivering within not more than three Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof to all, but not less than all, of the holders of Notes (the “Mandatory Conversion Notice” and day period beginning on the date all of the holders received such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (w) the Trading Day selected for the Mandatory Conversion in accordance with paragraph 5(h)(i), which Trading Day shall be no later than five Business Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (x) the aggregate principal amount of the Notes subject to mandatory conversion from the Holder and all of the other holders of the Notes pursuant to this paragraph 5(i) (and analogous provisions under such other Notes), (y) the number of shares of Common Stock to be issued to such Holder on the Mandatory Conversion Date, and (z) certify that there is not then an Equity Conditions Failure. (iii) If the Company elects to cause a conversion of any principal amount of this Note pursuant to this paragraph 5(h), then it must simultaneously take the same action in the same proportion with respect to the other Notes. If the Company elects a Mandatory Conversion of this Note pursuant to this paragraph 5(h) (or similar provisions under the other Notes) with respect to less than all of the principal amount of the Notes then outstanding, then the Company shall require conversion of a principal amount from each of the holders of the Notes equal to the product of (x) the aggregate principal amount of Notes which the Company has elected to cause to be converted pursuant to this paragraph 5(h), multiplied by (y) Holders of at least a fraction, the numerator of which is the principal amount of the Notes held by such holder and the denominator of which is the majority in aggregate principal amount of the Notes then outstandingoutstanding deliver written notice to the Company to convert the Notes; (iii) if the Common Stock is listed on a U.S. national securities exchange, the first Trading Day on which the average of the Last Reported Sale Prices of the Common Stock over the thirty (30) consecutive Trading Day period ending on such Trading Day is 50% greater than $34.16; (iv) the closing or effective date of any bona fide refinancing of the First Lien Credit Facility after a determination by the Board of Directors in good faith that: (A) such refinancing provides for terms that are materially more favorable to the Company than the terms of the First Lien Credit Facility before such refinancing and (B) the causing of a Mandatory Conversion is not the primary purpose of such refinancing; (v) the closing or effective date of any Change of Control Transaction; or (vi) the Maturity Date. (b) Notwithstanding the foregoing, no Mandatory Conversion shall be effected if a Default or Event of Default has occurred or is continuing. (c) Neither the Trustee nor the Conversion Agent shall have any duty or responsibility to monitor or determine whether a Mandatory Conversion Event has occurred.

Mandatory Conversion. (ia) Subject to paragraph 5(c), if at any time from and after December 22, 2009, upon compliance with the Weighted Average Price provisions of the Common Stock for each of 20 consecutive Trading Days (the “Mandatory Conversion Measuring Period”) equals or exceeds 200% of the Conversion Price and there is not then an Equity Conditions Failurethis Article 14, the Company shall have the right to require the Holder to convert up to 100% of the all outstanding principal amount then remaining under this Note, in each case as designated in the Mandatory Conversion Notice (as defined below) Notes into fully paid, validly issued and nonassessable shares of Common Stock in accordance with paragraph 5(a) hereof at the Conversion Rate as of the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”).) upon the earliest to occur of the following (each, a “Mandatory Conversion Event”): (i) the closing or effective date of any bona fide arm’s length issuance by the Company of Common Stock to third parties that are not stockholders of the Company (or Affiliates of stockholders of the Company) for cash with (x) a total issuance size that is greater than or equal to $100,000,000 and (y) a per-share price greater than or equal to $[ ], before underwriting commissions, placement fees or similar expenses; (ii) The Company may exercise its right to require conversion under this paragraph 5(hthe Business Day immediately succeeding the thirty (30) by delivering within not more than three Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof to all, but not less than all, of the holders of Notes (the “Mandatory Conversion Notice” and day period beginning on the date all of the holders received such notice is referred to as the “Mandatory Conversion Notice Date”). The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (w) the Trading Day selected for the Mandatory Conversion in accordance with paragraph 5(h)(i), which Trading Day shall be no later than five Business Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion Date”), (x) the aggregate principal amount of the Notes subject to mandatory conversion from the Holder and all of the other holders of the Notes pursuant to this paragraph 5(i) (and analogous provisions under such other Notes), (y) the number of shares of Common Stock to be issued to such Holder on the Mandatory Conversion Date, and (z) certify that there is not then an Equity Conditions Failure. (iii) If the Company elects to cause a conversion of any principal amount of this Note pursuant to this paragraph 5(h), then it must simultaneously take the same action in the same proportion with respect to the other Notes. If the Company elects a Mandatory Conversion of this Note pursuant to this paragraph 5(h) (or similar provisions under the other Notes) with respect to less than all of the principal amount of the Notes then outstanding, then the Company shall require conversion of a principal amount from each of the holders of the Notes equal to the product of (x) the aggregate principal amount of Notes which the Company has elected to cause to be converted pursuant to this paragraph 5(h), multiplied by (y) Holders of at least a fraction, the numerator of which is the principal amount of the Notes held by such holder and the denominator of which is the majority in aggregate principal amount of the Notes then outstandingoutstanding deliver written notice to the Company to convert the Notes; (iii) if the Common Stock is listed on a U.S. national securities exchange, the first Trading Day on which the average of the Last Reported Sale Prices of the Common Stock over the thirty (30) consecutive Trading Day period ending on such Trading Day is 50% greater than $[ ]; (iv) the closing or effective date of any bona fide refinancing of the First Lien Credit Facility after a determination by the Board of Directors in good faith that: (A) such refinancing provides for terms that are materially more favorable to the Company than the terms of the First Lien Credit Facility before such refinancing and (B) the causing of a Mandatory Conversion is not the primary purpose of such refinancing; (v) the closing or effective date of any Change of Control Transaction; or (vi) the Maturity Date. (b) Notwithstanding the foregoing, no Mandatory Conversion shall be effected if a Default or Event of Default has occurred or is continuing. (c) Neither the Trustee nor the Conversion Agent shall have any duty or responsibility to monitor or determine whether a Mandatory Conversion Event has occurred.