Conversion. In the event that the Loans become immediately due and payable on any date pursuant to Article VI or upon an Event of Default of the type described in [clause (h) or (i) of Section 6.01]1] with respect to [[Company:Organization]], all amounts # that [[Company:Organization]] is at the time or thereafter becomes required to reimburse or otherwise pay to the Administrative Agent in respect of LC Disbursements made under any Foreign Currency Letter of Credit (other than amounts in respect of which [[Company:Organization]] has deposited cash collateral pursuant to paragraph # above, if such cash collateral was deposited in the applicable Foreign Currency to the extent so deposited or applied), # that [[Lenders:Organization]] are at the time or thereafter become required to pay to the Administrative Agent and the Administrative Agent is at the time or thereafter becomes required to distribute to an Issuing Bank pursuant to paragraph # of this Section in respect of unreimbursed LC Disbursements made under any Foreign Currency Letter of Credit and # of each Lender’s participation in any Foreign Currency Letter of Credit under which an LC Disbursement has been made shall, automatically and with no further action required, be converted into the Dollar Amount, calculated using the Administrative Agent’s Exchange Rates on such date (or in the case of any LC Disbursement made after such date, on the date such LC Disbursement is made), of such amounts. On and after such conversion, all amounts accruing and owed to the Administrative Agent, any Issuing Bank or any Lender in respect of the obligations described in this paragraph shall accrue and be payable in Dollars at the rates otherwise applicable hereunder.

Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the [[Organization A:Organization]] a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the [[Organization A:Organization]] unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon and other charges, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the [[Organization A:Organization]] shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The [[Organization A:Organization]] may deliver an objection to any Notice of Conversion within two Trading Days (or the Standard Settlement Period as defined in the Purchase Agreement if a lessor period) of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof

Conversion. Borrower may convert LIBOR Rate Loans to Base Rate Loans at any time; provided, that in the event that LIBOR Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any prepayment through the required application by Agent of any payments or proceeds of Collateral in accordance with [Section 2.4(b)] or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, Borrower shall indemnify, defend, and hold Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with [Section 2.12] (b)(ii).

Conversion. The Holders of the Series C Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

Conversion. On the Conversion Date, each outstanding share of Series A Preferred Stock shall be converted automatically into fully paid and nonassessable shares of Common Stock (the "Conversion"). The number of shares of Common Stock to which a holder of Series A Preferred Stock shall be entitled upon the Conversion shall equal the product obtained by # multiplying the number of Fully-Diluted Common Shares by three-sevenths (3/7), then # multiplying the result by a fraction (the “Adjustment Number”), the numerator of which will be the number of shares of Series A Preferred Stock being converted and the denominator of which will be the number of issued and outstanding shares of Series A Preferred Stock. The term “Fully-Diluted Common Shares” means the sum of the outstanding Common Stock plus all shares of Common Stock that would be outstanding if all securities that could be converted into Common Stock without additional consideration were converted on the Conversion Date, but shall not include Common Stock issuable on conversion of the Series A Preferred Stock.

Conversion. Upon the occurrence of a Liquidity Event, the Holder shall have the right, at the Holder’s option, to convert this Note in whole or in part, including any of its outstanding principal amount and any unpaid accrued interest and any fees and any and all other outstanding amounts owing thereon, in each case, on the Conversion Date, into Conversion Shares by following the mechanics of conversion set forth in [Section 4(b)].

The Board of Directors shall have authority, without shareholder approval and by resolution of the Board of Directors, to amend the Corporation's Articles of Incorporation to divide the class of Preferred Stock into series, to designate each such series by a distinguishing letter, number or title so as to distinguish the shares thereof from the shares of all other series and classes, and to fix and determine the relative rights and preferences of the shares of each series so established, including # voting power, # the rate of dividend, # the price at which, and the terms and conditions on which, the shares may be redeemed, # the amount payable upon the shares in the event of liquidation, # any sinking fund provision for the redemption or purchase of the shares, and # the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion.

Optional Conversion. At any time, and from time to time, from the Date of Issue, the principal amount of this Note (plus default interest, if any) shall be convertible at the option of the Holder, in whole or in part, into shares of the Issuer's common stock (an "Optional Conversion") at the Optional Conversion Price. Holder shall effect any Optional Conversion by delivering to the Issuer a Notice of Conversion in the form annexed hereto as Annex A setting forth the effective date for the conversion (the "Conversion Date"). The "Optional Conversion Price" shall be, in the order of priority:

Mandatory Conversion. As used herein, “Qualified Financing” means the sale (or series of related sales) by the Issuer of its capital stock, or debt or equity securities convertible into or exercisable for its capital stock, in a capital raising transaction, for aggregate gross proceeds to the Issuer of at least Five Million Dollars ($5,000,000). If the aggregate principal amount of Notes issued pursuant to the Merger Agreement equals or exceeds Ten Million Dollars ($10,000,000) (regardless of the aggregate principal amount of such Notes that remain outstanding), then, at the closing of a Qualified Financing, the principal amount of the outstanding Notes (plus default interest, if any) shall automatically convert into the securities sold in such financing at a twenty-five percent (25%) discount to the price at which such securities are sold in such financing (the "Mandatory Conversion Price").

CONVERSION RIGHTS. This Note shall be convertible at the option of the Holder into shares of Common Stock at any time on or prior to the Maturity Date or earlier repayment pursuant to Section 1.