In the event of a “Change in Control” (as defined below) of the Company prior to the repayment or conversion of this Note (as provided herein), all outstanding principal and unpaid accrued Interest due on this Note shall, subject to Section 2.5, convert into that number of shares (the “ Shares ”) of common stock, par value $0.01 per share, of the Company (“ Common Stock ”) as is determined by dividing such outstanding Principal Amount and accrued Interest by $0.10 per share (adjusted to reflect subsequent stock dividends, stock splits, combinations or recapitalizations) (the “ Conversion Price ”), or such other securities on terms and conditions agreed upon by the Company and the Requisite Purchasers (as defined below). For purposes of this Note, a “ Change in Control ” shall be deemed to be occasioned by, and to include, (i) a merger or consolidation in which (x) the Company is a constituent party or (y) a subsidiary of the Company is a constituent party and, in each case, the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation, or (ii) a sale of all or substantially all of the assets of the Company. Notwithstanding the above, a financing or reincorporation transaction for purposes of changing the Company’s state of incorporation shall not be deemed a Change in Control transaction.