Change of Control Uses in Maturity Clause

Maturity

Payment of this Subordinated CONVERTIBLE Promissory Note and the rights and remedies of the holder hereof are subject to the terms and conditions of a Subordination Agreement dated as of APRIL 17, 2017 between the Payee (as defined below) and HORIZON Credit II LLC (as the same may be amended and/or restated, the "Subordination Agreement"). Any successors and assigns of the holder of this Subordinated ONVERTIBLE Promissory Note shall be subject to and bound by the terms and conditions of such Subordination Agreement. A copy of such Subordination Agreement may be obtained, upon written request of any holder of this Subordinated CONVERTIBLE Promissory Note from THE MAKER.

Maturity. If not sooner paid or converted according to the terms hereof, the outstanding principal amount plus all accrued and unpaid interest thereon shall be due and payable in full upon written demand to the Maker (received at least five (5) days before such payments shall be made by the Maker) by the holders of Notes representing at least fifty percent (50%) of the aggregate principal amount of the Notes then outstanding (the "Requisite Holders") on or after January 1, 2022 (the "Maturity Date"). Notwithstanding the foregoing, if the Maker closes a Change of Control on or before the Maturity Date, and this Note is not converted under Section 5(c) in connection with such Change of Control, then the outstanding principal amount plus all accrued and unpaid interest thereon shall be due and payable in full upon the closing of such Change of Control.

Maturity

THIS INSTRUMENT AND THE OBLIGATIONS EVIDENCED HEREBY ARE EXPRESSLY SUBORDINATED PURSUANT TO THAT CERTAIN SECOND AMENDED AND RESTATED SUBORDINATION AGREEMENT, DATED AS OF DECEMBER 27, 2016 (THE "SUBORDINATION AGREEMENT"), AMONG THE HOLDER OF THIS INSTRUMENT, THE MAKER OF THIS INSTRUMENT, AND WESTERN ALLIANCE BANK, AS SUCCESSOR IN INTEREST TO BRIDGE BANK, NATIONAL ASSOCIATION. EACH SUCCESSIVE HOLDER OF THIS INSTRUMENT OR ANY PORTION HEREOF, OR OF ANY RIGHTS OBTAINED HEREUNDER, BY ITS ACCEPTANCE HEREOF OR THEREOF, AGREES (1) TO BE BOUND BY THE TERMS OF THE SUBORDINATION AGREEMENT, AND (2) THAT IF ANY CONFLICT EXISTS BETWEEN THE TERMS OF THIS INSTRUMENT OR ANY DOCUMENT EXECUTED IN CONNECTION WITH THE DELIVERY OF THIS INSTRUMENT AND THE TERMS OF THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL GOVERN AND BE CONTROLLING.

Maturity. The entire unpaid principal amount and all unpaid accrued interest (collectively, the "Obligations") shall become fully due and payable on the earlier of (i) the fifth (5th) anniversary of the date hereof, or (ii) the date of closing of a Change of Control (the "Maturity Date").

Maturity

THIS INSTRUMENT AND THE OBLIGATIONS EVIDENCED HEREBY ARE EXPRESSLY SUBORDINATED PURSUANT TO THAT CERTAIN SECOND AMENDED AND RESTATED SUBORDINATION AGREEMENT, DATED AS OF DECEMBER 27, 2016 (THE "SUBORDINATION AGREEMENT"), AMONG THE HOLDER OF THIS INSTRUMENT, THE MAKER OF THIS INSTRUMENT, AND WESTERN ALLIANCE BANK, AS SUCCESSOR IN INTEREST TO BRIDGE BANK, NATIONAL ASSOCIATION. EACH SUCCESSIVE HOLDER OF THIS INSTRUMENT OR ANY PORTION HEREOF, OR OF ANY RIGHTS OBTAINED HEREUNDER, BY ITS ACCEPTANCE HEREOF OR THEREOF, AGREES (1) TO BE BOUND BY THE TERMS OF THE SUBORDINATION AGREEMENT, AND (2) THAT IF ANY CONFLICT EXISTS BETWEEN THE TERMS OF THIS INSTRUMENT OR ANY DOCUMENT EXECUTED IN CONNECTION WITH THE DELIVERY OF THIS INSTRUMENT AND THE TERMS OF THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL GOVERN AND BE CONTROLLING.

Maturity. The entire unpaid principal amount and all unpaid accrued interest (collectively, the "Obligations") shall become fully due and payable on the earlier of (i) the fifth (5th) anniversary of the date hereof, or (ii) the date of closing of a Change of Control (the "Maturity Date").

Maturity

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Maturity. Unless previously converted in accordance with Section 3, the Principal Amount and any accrued interest on this Note (the Total Amount) shall be due and payable on the earliest of (i) July 10, 2017, (ii) an Event of Default (as defined below), or (iii) a Change of Control (as defined below) (the earliest of (i), (ii) or (iii), the Maturity Date). If this Note becomes due and payable on July 10, 2017 pursuant to clause (i) in the first sentence of this Section 1, at the option of the Company, the Total Amount shall be payable in cash or shares of the most recently issued series of preferred stock of the Company with rights substantially the same as the rights of the Companys Preferred D-5 Shares (as defined in the Companys Amended and Restated Articles of Association (the Charter)) with an aggregate liquidation preference of no less than the Total Amount plus an accruing dividend (the Senior Series of Preferred Stock) or a newly issued series of preferred stock with terms that are substantially the same as the terms of the Senior Series of Preferred Stock, in each case, for the avoidance of doubt, including an aggregate liquidation preference of no less than the Total Amount plus an accruing dividend, conversion ratios, pre-emptive rights, co-sale rights, first refusal rights, voting rights and information rights but excluding, as applicable, separate veto rights with respect to corporate actions, including, without limitation, amendments to the articles, changes in board composition, incurring indebtedness, issuing securities or a Change of Control, or the right to vote as a separate class, in each case, except as required by law or with respect to amendments to the terms of such preferred stock or other outstanding preferred stock that materially adversely affects the rights and benefits of the preferred stock received by the Holder relative to the effect of such amendment on the rights and benefits of the other outstanding preferred stock (the New Series of Preferred Stock), at a conversion price (the Conversion Price) equal to US$69.39 per share, subject to adjustment in the event of stock splits, subdivisions, dividends or other distributions or recapitalizations in respect of the ordinary shares of the Company to the extent the conversion ratio of the Senior Series of Preferred Stock or New Series of Preferred Stock, as the case may be, has not been adjusted for such event; provided that in the event that subsequent to the issuance of this Note the Company issues any New Shares (as defined below) at a price per share (calculated consistent with determination of the price per share of Additional Shares (as defined in the Charter) for purposes of Section 16.3.8 of the Charter) lower than US$69.39 per share, as so adjusted, and such issuance of New Shares would result in an adjustment to the Conversion Price (as defined in the Charter) of the Senior Series of Preferred Stock if the Conversion Price of such Senior Series of Preferred Stock prior to the issuance was $69.39, the Conversion Price will be adjusted to be equal to such lower price per share but in no event shall the Conversion Price be lower than US$52.04, subject to adjustment in the event of stock splits, subdivisions, dividends or other distributions or recapitalizations in respect of the ordinary shares of the Company to the extent the conversion ratio of the Senior Series of Preferred Stock or New Series of Preferred Stock, as the case may be, has not been adjusted for such event. Such adjusted Conversion Price shall be subject to readjustment in the event that there is corresponding readjustment to the Conversion Price of the Senior Series of Preferred Stock pursuant to the terms of the Charter as in effect on the date hereof. If this Note becomes due and payable upon an Event of Default pursuant to clause (ii) in the first sentence of this Section 1, at the option of the Holder, the Total Amount shall be payable in cash or converted to the Senior Series of Preferred Stock or the New Series of Preferred Stock at the Conversion Price. All payments to be made by the Company shall be made net of any withholding or deduction required by applicable law. For purposes of this Note, New Shares shall mean Additional Shares (as defined in the Charter as in effect on the date hereof) provided that Exempted Issuances (as contemplated in the definition of Additional Shares defined in the Charter as in effect on the date hereof) shall include Ordinary Shares (as defined in the Charter) issuable upon exercise or conversion of any securities of the Company outstanding as of the date hereof.

Maturity

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Maturity. Unless previously converted in accordance with Section 3, the Principal Amount and any accrued interest on this Note (the Total Amount) shall be due and payable on the earliest of (i) [insert third anniversary of date of Note], (ii) an Event of Default (as defined below), or (iii) a Change of Control (as defined below) (the earliest of (i), (ii) or (iii), the Maturity Date). If this Note becomes due and payable on [insert third anniversary of date of Note] pursuant to clause (i) in the first sentence of this Section 1, at the option of the Company, the Total Amount shall be payable in cash or shares of the most recently issued series of preferred stock of the Company with rights substantially the same as the rights of the Companys Preferred D-5 Shares (as defined in the Companys Amended and Restated Articles of Association (the Charter)) with an aggregate liquidation preference of no less than the Total Amount plus an accruing dividend (the Senior Series of Preferred Stock) or a newly issued series of preferred stock with terms that are substantially the same as the terms of the Senior Series of Preferred Stock, in each case, for the avoidance of doubt, including an aggregate liquidation preference of no less than the Total Amount plus an accruing dividend, conversion ratios, pre-emptive rights, co-sale rights, first refusal rights, voting rights and information rights but excluding, as applicable, separate veto rights with respect to corporate actions, including, without limitation, amendments to the articles, changes in board composition, incurring indebtedness, issuing securities or a Change of Control, or the right to vote as a separate class, in each case, except as required by law or with respect to amendments to the terms of such preferred stock or other outstanding preferred stock that materially adversely affects the rights and benefits of the preferred stock received by the Holder relative to the effect of such amendment on the rights and benefits of the other outstanding preferred stock (the New Series of Preferred Stock), at a conversion price (the Conversion Price) equal to US$69.39 per share, subject to adjustment in the event of stock splits, subdivisions, dividends or other distributions or recapitalizations in respect of the ordinary shares of the Company to the extent the conversion ratio of the Senior Series of Preferred Stock or New Series of Preferred Stock, as the case may be, has not been adjusted for such event; provided that in the event that subsequent to the issuance of this Note the Company issues any New Shares (as defined below) at a price per share (calculated consistent with determination of the price per share of Additional Shares (as defined in the Charter) for purposes of Section 16.3.8 of the Charter) lower than US$69.39 per share, as so adjusted, and such issuance of New Shares would result in an adjustment to the Conversion Price (as defined in the Charter) of the Senior Series of Preferred Stock if the Conversion Price of such Senior Series of Preferred Stock prior to the issuance was $69.39, the Conversion Price will be adjusted to be equal to such lower price per share but in no event shall the Conversion Price be lower than US$52.04, subject to adjustment in the event of stock splits, subdivisions, dividends or other distributions or recapitalizations in respect of the ordinary shares of the Company to the extent the conversion ratio of the Senior Series of Preferred Stock or New Series of Preferred Stock, as the case may be, has not been adjusted for such event. Such adjusted Conversion Price shall be subject to readjustment in the event that there is corresponding readjustment to the Conversion Price of the Senior Series of Preferred Stock pursuant to the terms of the Charter as in effect on the date hereof. If this Note becomes due and payable upon an Event of Default pursuant to clause (ii) in the first sentence of this Section 1, at the option of the Holder, the Total Amount shall be payable in cash or converted to the Senior Series of Preferred Stock or the New Series of Preferred Stock at the Conversion Price. All payments to be made by the Company shall be made net of any withholding or deduction required by applicable law. For purposes of this Note, New Shares shall mean Additional Shares (as defined in the Charter as in effect on the date hereof) provided that Exempted Issuances (as contemplated in the definition of Additional Shares defined in the Charter as in effect on the date hereof) shall include Ordinary Shares (as defined in the Charter) issuable upon exercise or conversion of any securities of the Company outstanding as of the date hereof.

MATURITY from Convertible Debenture

FOR VALUE RECEIVED, MEDGENICS, INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of [NAME OF BUYER] or registered assigns ("Holder") on the Maturity Date (as defined in Section 1 below) the Original Principal Amount set forth above (the "Principal") together with interest thereon ("Interest") at the rate of ten percent (10%) per annum (as the same may be increased pursuant to Section 3 below, the "Interest Rate"), in accordance with Section 3 below. This Convertible Debenture (including all Convertible Debentures issued in exchange or as a replacement for this Debenture, or upon transfer hereof, this "Debenture") is one of an issue of Convertible Debentures (collectively, the "Debentures" and such other Convertible Debentures, the "Other Debentures") issued pursuant to the Securities Purchase Agreement (as defined below). Certain capitalized terms are defined in Section 23.

MATURITY. Unless earlier converted in accordance with the provisions of this Debenture, on the Maturity Date, the Holder shall surrender this Debenture to the Company and the Company shall pay to the Holder an amount in cash representing all outstanding Principal and accrued and unpaid Interest thereon; provided that, the Holder shall not be required to surrender this Debenture to the Company and shall continue to have the right to convert this Debenture in accordance with Section 4(a) of this Debenture (i) if a Default or Event of Default shall exist on the Maturity Date, for so long as a Default or Event of Default shall exist and (ii) if a Change of Control is publicly announced prior to the Maturity Date, through the date that is ten (10) Business Days after the consummation of a Change of Control. The "Maturity Date" shall be ________ __, 2011, as such date may be accelerated pursuant to Section 5.

MATURITY from Form of Senior Convertible Note

FOR VALUE RECEIVED, Arotech Corporation a Delaware corporation (the "Company"), hereby promises to pay to the order of [HIGHBRIDGE INTERNATIONAL LLC][ CRANSHIRE CAPITAL L.P.][IROQUOIS MASTER FUND LTD.] or registered assigns ("Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), on any Installment Date with respect to the Installment Amount due on such Installment Date (each, as defined herein), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at a rate per annum equal to the Interest Rate (as defined below), from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon an Interest Date (as defined below), any Installment Date, the Maturity Date,

MATURITY. On each Installment Date, the Company shall pay to the Holder an amount equal to the Installment Amount due on such Installment Date in accordance with Section 8. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges, if any, on such Principal and Interest. The "Maturity Date" shall be August 15, 2011, as may be extended at the option of the Holder (i) in the event that, and for so long as, an Event of Default (as defined in Section 4(a)) shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure to cure would result in an Event of Default and (ii) through the date that is ten (10) Business Days after the consummation of a Change of Control in the event that a Change of Control is publicly announced or a Change of Control Notice (organization) values">Change of Control Notice (as defined in Section 5(b)) is delivered prior to the Maturity Date.

Maturity from Guaranty Agreement

UNS Electric, Inc., an Arizona corporation (the "Company"), and UniSource Energy Services, Inc., an Arizona corporation (the "Guarantor" and, together with the Company, the "Obligors"), agree with each of the purchasers whose names appear at the end hereof (each, a "Purchaser" and, collectively, the "Purchasers") as follows:

Maturity. Surrender, Etc. In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

MATURITY from Form of Senior Convertible Note

Anything herein to the contrary notwithstanding, the exercise of any right or remedy with respect to this note and certain of the rights of the holder hereof are subject to the provisions of the Subordination Agreement dated as of May 1, 2008 (as amended, restated, supplemented, or otherwise modified from time to time, the Subordination Agreement), by and among Wells Fargo Foothill, Inc., as First Lien Agent, Ableco Finance LLC, as Second Lien Agent, and the Junior Lenders (as that term is defined therein). In the event of any conflict between the terms of the Subordination Agreement and this note, the terms of the Subordination Agreement shall govern and control.

MATURITY. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges, if any, on such Principal and Interest. The Maturity Date shall be April 30, 2028, as may be extended at the option of the Holder (i) in the event that, and for so long as, an Event of Default (as defined in Section 4(a)) shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure to cure would result in an Event of Default, and (ii) through the date that is ten (10) Business Days after the consummation of a Change of Control in the event that a Change of Control is publicly announced or a Change of Control Notice (organization) values">Change of Control Notice (as defined in Section 5(b)) is delivered prior to the Maturity Date.

MATURITY from Form of Senior Convertible Note

FOR VALUE RECEIVED, METALICO, INC., a Delaware corporation (the Company), hereby promises to pay to [?] or registered assigns (the Holder) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the Principal) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (Interest) on any outstanding Principal at a rate per annum equal to the Interest Rate (as defined below) from the date set out above as the Issuance Date (the Issuance Date) until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date, acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Convertible Note (including all Senior Convertible Notes issued in exchange, transfer or replacement hereof, this Note) is one of

MATURITY. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges, if any, on such Principal and Interest. The Maturity Date shall be [?], 20281, as may be extended at the option of the Holder (i) in the event that, and for so long as, an Event of Default (as defined in Section 4(a)) shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure to cure would result in an Event of Default, and (ii) through the date that is ten (10) Business Days after the consummation of a Change of Control in the event that a Change of Control is publicly announced or a Change of Control Notice (organization) values">Change of Control Notice (as defined in Section 5(b)) is delivered prior to the Maturity Date.