Common use of Option Conversion Clause in Contracts

Option Conversion. If an Event of Default occurs, Toolbox may convert the Loan Amount, plus accrued but unpaid interest (the “Total Conversion Funds”) into an equity interest (common shares) in Toolbox (the “Conversion Option”). To the extent that an Event of Default looks imminent, Toolbox will provide written notice of its election to do so at the Maturity Date or Term Maturity Date as applicable. To the extent Toolbox exercises the Conversion Option, the Total Conversion Funds shall be used to purchase Toolbox common shares at a price per share equal to the then-current price at which Toolbox is selling its common shares as of the date of ▇▇▇▇▇▇’s receipt of written notice of Toolbox’s election to exercise the Conversion Option. By way of illustration, should Lender loan Toolbox $100,000 and Toolbox would elect to exercise the Conversion Option at the Maturity Date or Term Maturity Date, the Total Conversion Funds shall be $100,000 (assuming the annual interest-only payment had been made). As an example conversion, to the extent that Toolbox was selling common shares at the time of conversion at $0.34 per share, the Lender shall be entitled to use the Total Conversion Funds to acquire Toolbox’s common shares at a purchase price of $0.34. Following Toolbox’s exercise of the Conversion Option, Lender shall sign and deliver to Toolbox such subscription agreement, stock purchase agreement or related documentation as Toolbox may reasonably request in order to formally document Lender’s purchase of Toolbox common shares. In the event Toolbox does not exercise the Conversion Option within ten (10) days of the Maturity Date or Term Maturity Date, as applicable, the Conversion Option shall be irrevocably forfeited, and Toolbox shall repay the Loan Amount, plus all accrued interest within ten (10) days of the Maturity Date or Term Maturity Date. If Toolbox does not exercise the Conversion Option and does not pay the Loan Amount and any accrued interest on the Loan Amount (the “Outstanding Balance”) within ten (10) days after the Maturity Date, any past-due amount shall accrue interest at the default interest rate of two percent (2%) per month until paid.

Option Conversion. If an Event of Default occurs, Toolbox may convert the Loan Amount, plus accrued but unpaid interest (the “Total Conversion Funds”) into an equity interest (common shares) in Toolbox (the “Conversion Option”). To the extent that an Event of Default looks imminent, Toolbox will provide written notice of its election to do so at the Maturity Date or Term Maturity Date as applicableDate. To the extent Toolbox exercises the Conversion Option, the Total Conversion Funds shall be used to purchase Toolbox common shares at a price per share equal to the then-current price at which Toolbox is selling its common shares as of the date of ▇▇▇▇▇▇’s receipt of written notice of Toolbox’s election to exercise the Conversion Option. By way of illustration, should Lender loan Toolbox $100,000 and Toolbox would elect to exercise the Conversion Option at the Maturity Date or Term Maturity Date, the Total Conversion Funds shall be $100,000 (assuming the annual interest-only payment had been made). As an example conversion, to the extent that Toolbox was selling common shares at the time of conversion at $0.34 per share, the Lender shall be entitled to use the Total Conversion Funds to acquire Toolbox’s common shares at a purchase price of $0.34. Following Toolbox’s exercise of the Conversion Option, Lender shall sign and deliver to Toolbox such subscription agreement, stock purchase agreement or related documentation as Toolbox may reasonably request in order to formally document Lender’s purchase of Toolbox common shares. In the event Toolbox does not exercise the Conversion Option within ten (10) days of the Maturity Date or Term Maturity Date, as applicable, the Conversion Option shall be irrevocably forfeited, and Toolbox shall repay the Loan Amount, plus all accrued interest within ten (10) days of the Maturity Date or Term Maturity Date. If Toolbox does not exercise the Conversion Option and does not pay the Loan Amount and any accrued interest on the Loan Amount (the “Outstanding Balance”) within ten (10) days after the Maturity Date, any past-due amount shall accrue interest at the default interest rate of two percent (2%) per month until paid.