EX-10.2



 Exhibit 10.2 

FORM OF NOTE 
 THIS NOTE MAY BE ISSUED
WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR U.S. FEDERAL INCOME TAX PURPOSES. THE AMOUNT OF OID SHALL BE MUTUALLY DETERMINED BY THE ORIGINAL HOLDER AND THE COMPANY IN GOOD FAITH AND IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF SECTIONS
1271 THROUGH 1275 OF THE U.S. INTERNAL REVENUE CODE. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY WITH RESPECT TO THIS NOTE MAY BE OBTAINED BY WRITING TO THE BORROWER AT THE FOLLOWING ADDRESS: 115 EAST PARK DRIVE, SECOND FLOOR,
BRENTWOOD, TN 37027; ATTENTION: KIRK R. MANZ, CHIEF FINANCIAL OFFICER, FAX NUMBER: (615) 309-6009; ELECTRONIC MAIL: kmanz@contactaac.com 
 THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT, INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER
APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(a)(1 1⁄2)” SALE. 

THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT AND SATISFACTION IN CASH OF SENIOR INDEBTEDNESS, AS DEFINED IN THE SUBORDINATION AGREEMENT, DATED AS OF OCTOBER
2, 2015, AS THE SAME MAY BE AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME (THE “SUBORDINATION AGREEMENT”), TO THE EXTENT, AND IN THE MANNER PROVIDED IN THE SUBORDINATION AGREEMENT. 







 CONVERTIBLE NOTE 

 

			
	 Issuance Date: 
	  	Principal: U.S. $            

 FOR VALUE RECEIVED, AAC HOLDINGS, INC., a Nevada corporation (the “Company”), hereby
promises to pay to                      or its registered assigns (the “Holder”) the principal amount of
                     ($        ) (the “Principal”) pursuant to, and in accordance with,
the terms of that certain Facility Agreement, dated as of                     , by and among the Company and the Lenders party thereto (together with
all exhibits and schedules thereto and as may be amended, restated, modified and supplemented from time to time, the “Facility Agreement”). The Company hereby promises to pay accrued and unpaid Interest (as defined below) and
premium, if any, on the Principal on the dates, at the rates and in the manner provided for in the Facility Agreement. This Convertible Note (including all Convertible Notes issued in exchange, transfer or replacement hereof, and as any of the
foregoing may be amended, restated, supplemented or otherwise modified from time to time, this “Note”) is one of the Convertible Notes issued pursuant to the Facility Agreement (collectively, including all Convertible Notes issued
in exchange, transfer or replacement thereof, and as any of the foregoing may be amended, restated, supplemented or otherwise modified from time to time, the “Notes”). All capitalized terms used and not otherwise defined herein
shall have the respective meanings set forth in the Facility Agreement. 
 Except as expressly provided in the Facility Agreement, the
Company has no right, but under certain circumstances may have an obligation, to make payments of Principal prior to the sixth anniversary of the Initial Funding Date (as defined in the Facility Agreement). At any time an Event of Default exists,
the Principal of this Note, together with all accrued and unpaid Interest and any applicable premium due, if any, may be declared, or shall otherwise become, due and payable in the manner, at the price and with the effect provided in the Facility
Agreement. 
 1. Definitions. 

(a) Certain Defined Terms. For purposes of this Note, the following terms shall have the following meanings: 

(i) “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. With respect to a Holder, any investment fund or managed account that is managed on a discretionary
basis by the same investment manager as such Holder will be deemed to be an Affiliate of such Holder. As used in this definition of “Affiliate,” the term “control” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting powers, by contract, or otherwise. 







 (ii) “Asset Sale” means a transaction described in clause (B)(i) of the
definition of Major Transaction in connection with which the Company has announced its intention to liquidate and distribute its assets to shareholders. 

(iii) “Capital Stock” means, for any entity, any and all shares, interests, rights to purchase, warrants, options,
participations or other equivalents of or interests in (however designated) stock issued by that entity, but for the avoidance of doubt, excluding any debt securities convertible into such stock. 

(iv) “Common Equity” of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the
election of directors of such person or (b) if such Person is not a corporation, to vote or otherwise participate in the election of the governing body, partners, managers or others that will control the management or policies of such person.

 (v) “Common Stock” means the common stock, par value $0.001 per share, of the Company. 

(vi) “Conversion Amount” means the Principal to be converted, redeemed or otherwise with respect to which this determination
is being made. 
 (vii) “Conversion Price” means, as of any Conversion Date or other date of determination, $30 per Share,
subject to adjustment as provided herein and subject to appropriate adjustment to reflect any subdivision of outstanding Common Stock (by any stock split, stock dividend, recapitalization or otherwise) or combination of outstanding Common Stock (by
combination, reverse stock split or otherwise). 
 (viii) “Dollars” or “$” means United States Dollars.

 (ix) “Eligible Market” means the NASDAQ Global Market, the NASDAQ Global Select Market, the New York Stock Exchange,
the NYSE Alternext or the Nasdaq Capital Market. 
 (x) “Exchange Act” means the Securities Exchange Act of 1934, as
amended. 
 (xi) “Interest” means any interest (including any default interest) accrued on the Principal pursuant to the
terms of this Note and the Facility Agreement. 
 (xii) “Issuance Date” means
                    , regardless of any exchange or replacement hereof. 

(xiii) “Major Transaction” means any of the following events: 

(A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event,
(1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, 







 
recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the
board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or
classes of stock or securities of the Company or another entity; 
 (B) the sale or transfer (other than to a direct or indirect
wholly-owned subsidiary of the Company) of (i) all or substantially all of the assets of the Company or (ii) assets of the Company for a purchase price equal to more than 50% of the Enterprise Value (as defined below) of the Company. For
purposes of this clause (B), “Enterprise Value” shall mean (I) the product of (x) the number of issued and outstanding shares of Common Stock on the date the Company delivers the Major Transaction Notice (as defined below
in Section 3(c)) multiplied by (y) the per share closing price of the Common Stock on such date plus (II) the amount of the Company’s debt as shown on the latest financial statements filed with the SEC (the “Current Financial
Statements”) less (III) the amount of cash and cash equivalents of the Company as shown on the Current Financial Statements; or 

(C) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, Michael
T. Cartwright or Jerrod N. Menz files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner” as defined in Rule 13d-3 under the
Exchange Act of the Company’s Common Equity representing more than 50% of the voting power of the Company’s Common Equity. 

(xiv) “Major Transaction Conversion Period” means the period beginning upon receipt by the Holder of a Major Transaction
Notice (as defined below) and ending (1) in the case of a Successor Major Transaction (as defined below), five (5) Trading Days prior to consummation of the Successor Major Transaction and (2) in the case of a Company Share Major
Transaction (as defined below), any time until the six (6) year anniversary of the Initial Funding Date or the earlier termination of this Note. 

(xv) “Person” means an individual, a corporation, a limited liability company, an association, a partnership, a joint
venture, a joint stock company, a trust, an unincorporated organization or a government or agency or a political subdivision thereof. 

(xvi) “Principal” means the outstanding principal amount of this Note as of any date of determination. 

(xvii) “Registration Failure” means that (A) the Company fails to file with the SEC on or before the Filing Deadline
(as defined in the Registration Rights Agreement) any Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement registering Conversion Shares (as defined below), (B) the Company fails to use
its commercially reasonable efforts to obtain effectiveness with the SEC, prior to the Registration Deadline (as defined in the Registration Rights Agreement), of any Registration Statements (as defined in the Registration Rights Agreement) that are
required to be 







 
filed pursuant to Section 2(a) of the Registration Rights Agreement registering Conversion Shares, or fails to use commercially reasonable efforts to keep such Registration Statement current
and effective as required in Section 3 of the Registration Rights Agreement, (C) the Company fails to file any additional Registration Statements required to be filed pursuant to Section 2(a)(ii) of the Registration Rights Agreement
registering Conversion Shares on or before the Additional Filing Deadline or fails to use its commercially reasonable efforts to cause such new Registration Statement to become effective on or before the Additional Registration Deadline,
(D) the Company fails to file any amendment to any Registration Statement registering Conversion Shares, or any additional Registration Statement required to be filed pursuant to Section 3(b) of the Registration Rights Agreement
registering Conversion Shares within thirty (30) days of the applicable Registration Trigger Date (as defined in the Registration Rights Agreement), or fails to use its commercially reasonable efforts to cause such amendment and/or new
Registration Statement to become effective within thirty (30) days of the applicable Registration Trigger Date, (E) any Registration Statement required to be filed under the Registration Rights Agreement registering Conversion Shares,
after its initial effectiveness and during the Registration Period (as defined in the Registration Rights Agreement), lapses in effect or sales of any Conversion Shares constituting Registrable Securities (as defined in the Registration Rights
Agreement) cannot otherwise be made thereunder or under another registration statement (whether by reason of the Company’s failure to amend or supplement the prospectus included therein in accordance with the Registration Rights Agreement, the
Company’s failure to file and to obtain effectiveness with the SEC of an additional Registration Statement registering Conversion Shares or amended Registration Statement required pursuant to Sections 2(a)(ii) or 3(b) of the Registration Rights
Agreement, as applicable, or otherwise), or (F) the Company fails to provide a commercially reasonable written response to any comments to the foregoing Registration Statements submitted by the SEC within twenty (20) days of the date that
such SEC comments are received by the Company. 
 (xviii) “Registration Rights Agreement” means that certain Registration
Rights Agreement, dated as of October 2, 2015, by and among the Company and the investors party to the Facility Agreement. 
 (xix)
“Required Note Holders” means Holders of at least 50.1% of the aggregate principal amount of the Notes outstanding. 

(xx) “SEC” means the Securities and Exchange Commission. 

(xxi) “Securities Act” means the Securities Act of 1933, as amended. 

(xxii) “Shares” means shares of Common Stock. 

(xxiii) “Successor Entity” means any Person purchasing the Company’s assets or Common Stock in a Major Transaction, or
any successor entity resulting from such Major Transaction. 







 (xxiv) “Trading Day” means any day on which the Common Stock is traded for any
period on the Eligible Market or the other principal securities exchange or other securities market or quotation system on which the Common Stock is then being traded. 

(xxv) “Volume Weighted Average Price” for any security as of any date means the volume weighted average sale price of such
security on the principal securities exchange, trading market or quotation system where such security is listed or traded as reported by Bloomberg Financial Markets or an equivalent, reliable reporting service mutually acceptable to and hereinafter
designated by the Required Note Holders and the Company (“Bloomberg”) or, if no volume weighted average sale price is reported for such security, then the last closing trade price of such security as reported by Bloomberg, or, if no
last closing trade price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security that are listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or on the
“over the counter” Bulletin Board (or any successor) or in the “pink sheets” (or any successor) by the OTC Markets Group, Inc. If the Volume Weighted Average Price cannot be calculated for such security on such date in the manner
provided above, the Volume Weighted Average Price shall be the fair market value as mutually determined by the Company and the Holders of a majority in interest of the Notes being converted for which the calculation of the Volume Weighted Average
Price is required in order to determine the Conversion Price of such Notes. 
 2. Conversion Rights. This Note may be converted into
Shares on the terms and conditions set forth in this Section 2 and, where applicable, Section 3. 
 (a)
Conversion at Option of the Holder. On or after the date hereof, the Holder shall be entitled to convert all or any part of the Principal into fully paid and nonassessable Shares (the “Conversion Shares”) in accordance with
this Section 2 and, if applicable, Section 3, at the Conversion Rate (as defined in Section 2(b)); provided that the Company will not be required to issue Conversion Shares with respect to a Conversion Notice with
respect to less than the lesser of (i) the principal amount outstanding under this Note and (ii) an amount which, when aggregated with all conversions of Notes on the same day, represents $1,000,000 principal amount of this Note. The
Company shall not issue any fraction of a Share upon any conversion. If the issuance would result in the issuance of a fraction of a Share, then the Company shall round such fraction of a Share up or down to the nearest whole share (with 0.5 rounded
up). Notwithstanding anything herein to the contrary, the Company shall not issue to the Holder, and the Holder may not acquire, a number of Shares upon conversion of this Note or otherwise issue any shares of Common Stock pursuant hereto or the
Facility Agreement to the extent that, upon such conversion, the number of Shares then beneficially owned by the Holder and its Affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the
Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to
acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) would exceed 9.98% of the total number of shares of Common Stock then issued and outstanding (the “9.98%
Cap”); provided, however, that the 9.98% Cap shall only apply to the extent that the Common Stock is deemed to constitute an “equity security” pursuant to Rule 13d-1(i)








 
promulgated under the Exchange Act. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the SEC, and the
percentage held by the Holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. Upon the written request of the Holder, the Company shall, within two (2) Trading Days, confirm orally and
in writing to the Holder the number of Shares then outstanding. 
 (b) Conversion Rate. The number of Conversion Shares issuable
upon a conversion of any portion of this Note pursuant to Section 2 shall be determined according to the following formula (the “Conversion Rate”): 

            Conversion
Amount             
 Conversion Price 

The Conversion Rate shall be subject to adjustment in connection with a Major Transaction Conversion (as defined below) in accordance with and subject to the
provisions of Section 3 hereof. 
 (c) Mechanics of Conversion. The conversion of this Note shall be conducted in the
following manner: 
 (i) Holder’s Delivery Requirements. To convert a Conversion Amount into Conversion Shares on any date (the
“Conversion Date”), the Holder shall (A) transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 5:00 p.m. New York City time on such date, a copy of an executed conversion notice in the form
attached hereto as Exhibit A or, in the case of a Major Transaction Conversion for Major Transaction Company Shares (as defined below), a Major Transaction Conversion Notice (such applicable notice, the “Conversion Notice”)
to the Company (Attention: Kathryn Sevier Phillips, 115 East Park Drive, Second Floor, Brentwood, TN 37027, Fax: (615) 691-7130, Email: ksphillips@contactaac.com), and (B) if required by Section 2(c)(vi),
surrender to a common carrier for delivery to the Company, no later than three (3) Business Days after the Conversion Date, the original Note being converted (or an indemnification undertaking in customary form with respect to this Note in the
case of its loss, theft or destruction). 
 (ii) Company’s Response. Upon receipt or deemed receipt by the Company of a copy of
a Conversion Notice, the Company (I) shall promptly send, via facsimile or electronic mail, a confirmation of receipt of such Conversion Notice to the Holder and the Company’s designated transfer agent (the “Transfer
Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein and (II) on or before the third
(3rd) Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice or, in the case of Major Transaction Company Shares, within the period provided in
Section 3(d) (the “Share Delivery Date”); (A) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that
the Holder is eligible to receive Shares through DTC, credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its








 
Deposit Withdrawal Agent Commission system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered
in the name of the Holder or its designee, for the number of Conversion Shares to which the Holder shall be entitled. If notwithstanding the provisions of Section 2(c)(vi), the Holder elects to physically surrender this Note for
conversion, and the Principal represented by this Note is greater than the Principal being converted, then the Company shall, as soon as practicable and in no event later than five (5) Business Days after receipt of this Note (the “Note
Delivery Date”) and at its own expense, issue and deliver to the Holder a new Note representing the Principal not converted and cancel this Note. This Note and the Conversion Shares will be freely tradable, and freely transferable, and will
not contain a legend restricting the resale or transferability of the Conversion Shares if the Unrestricted Conditions (as defined below) are met. 

(iii) Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price or the arithmetic calculation of
the Conversion Rate, the Company shall instruct the Transfer Agent to issue to the Holder the number of Conversion Shares that is not disputed and shall transmit an explanation of the disputed determinations or arithmetic calculations to the Holder
via facsimile or electronic mail within two (2) Business Days of receipt or deemed receipt of the Holder’s Conversion Notice or other date of determination. If the Holder and the Company are unable to agree upon the determination of the
Conversion Price or arithmetic calculation of the Conversion Rate within one (1) Business Day of such disputed determination or arithmetic calculation being transmitted to the Holder, then the Company shall promptly (and in any event within two
(2) Business Days) submit via facsimile or electronic mail (A) the disputed determination of the Conversion Price to an independent, reputable investment banking firm agreed to by the Company and the Required Note Holders, or (B) the
disputed arithmetic calculation of the Conversion Rate to the Company’s independent registered public accounting firm. The Company shall direct the investment bank or the accounting firm, as the case may be, to perform the determinations or
calculations and notify the Company and the Holder of the results no later than four (4) Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accounting firm’s determination or
calculation, as the case may be, shall be binding upon all parties absent manifest error. Notwithstanding anything herein to the contrary, any such final determination in respect of a dispute in connection with a Major Transaction in which the
Company is not the surviving parent entity, shall be made prior to consummation of such Major Transaction. 
 (iv) Record Holder.
The person or persons entitled to receive the Conversion Shares issuable upon a conversion of this Note shall be treated for all purposes as the legal and record holder or holders of such Shares upon delivery of the Conversion Notice via facsimile,
electronic mail, or otherwise in accordance with the terms hereof. 
 (v) Company’s Failure to Timely Convert. 

(A) Cash Damages. If within five (5) Business Days after the Company’s receipt of the facsimile or electronic mail copy of a
Conversion Notice or deemed receipt of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder for, or credit the Holder’s or its designee’s balance account with DTC with, the number of Conversion Shares
(free of any restrictive legend if the Unrestricted Conditions (as 







 
defined below) are met) to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (subject to Section 2(c)(iii)), then in addition to all other
available remedies that the Holder may pursue hereunder and under the Facility Agreement, the Company shall pay additional damages to the Holder for each 30-day period (such additional damages to be prorated for any partial period) after the Share
Delivery Date such conversion is not timely effected in an amount equal to one percent (1%) of the product of (I) the number of Conversion Shares not issued to the Holder or its designee on or prior to the Share Delivery Date and to which the
Holder is entitled and (II) the Volume Weighted Average Price of the Common Stock on the Share Delivery Date (such product is referred to herein as the “Share Product Amount”). Alternatively, subject to
Section 2(c)(iii), at the election of the Holder made in the Holder’s sole discretion, the Company shall pay to the Holder, in lieu of the additional damages referred to in the preceding sentence (but in addition to all other
available remedies that the Holder may pursue hereunder and under the Facility Agreement), 105% of the amount by which (A) the Holder’s total purchase price (including brokerage commissions, if any) for the Shares purchased to make
delivery in satisfaction of a sale by the Holder of the Conversion Shares to which the Holder is entitled but has not received upon a conversion exceeds (B) the net proceeds received by the Holder from the sale of the Shares to which the
Holder is entitled but has not received upon such conversion. If the Company fails to pay the additional damages set forth in this Section 2(c)(v)(A) within five (5) Business Days of the date incurred, then the Holder entitled to such
payments shall have the right at any time, so long as the Company continues to fail to make such payments, to require the Company, upon written notice, to immediately issue, in lieu of such cash damages, the number of Shares equal to the quotient of
(X) the aggregate amount of the damages payments described herein divided by (Y) the Conversion Price in effect on such Conversion Date as specified by the Holder in the Conversion Notice. 

(B) Void Conversion Notice. If for any reason the Holder has not received all of the Conversion Shares prior to the tenth
(10th) Business Day after the Share Delivery Date with respect to a conversion of this Note (a “Conversion Failure”), then the Holder, upon written notice to the Company (a “Void Conversion Notice”), may void
its Conversion Notice with respect to, and retain or have returned, as the case may be, any portion of this Note that has not been converted pursuant to the Holder’s Conversion Notice; provided, that the voiding of the Holder’s
Conversion Notice shall not affect the Company’s obligations to make any payments that have accrued prior to the date of such notice pursuant to Section 2(c)(v)(A). 

(C) Event of Default. A Conversion Failure shall constitute an Event of Default under the Facility Agreement and entitle the
Purchasers to all payments and remedies provided under the Facility Agreement upon the occurrence of an Event of Default. 
 (vi)
Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion or redemption of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless
all of the Principal is being converted or redeemed. The Holder and the Company shall maintain records showing the Principal converted or redeemed and the dates of such conversions or redemptions or shall use such other method, reasonably
satisfactory to the Holder and the Company, so as not 







 
to require physical surrender of this Note upon any such partial conversion or redemption. Notwithstanding the foregoing, if this Note is converted or redeemed as aforesaid, the Holder may not
transfer this Note unless the Holder first physically surrenders this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder may request,
representing in the aggregate the remaining Principal represented by this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion or redemption of
any portion of this Note, the Principal of this Note may be less than the principal amount stated on the face hereof. 
 (d) Taxes.
The Company shall pay any and all taxes (excluding income taxes, franchise taxes or other taxes levied on gross earnings, profits or the like of the Holder) that may be payable with respect to the issuance and delivery of Conversion Shares upon the
conversion of this Note. 
 (e) Legends. 

(i) Restrictive Legend. The Holder understands that until such time as the Conversion Shares have been registered under the Securities
Act and applicable state securities laws as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to Rule 144 under the Securities Act or an exemption from registration under the Securities Act without any restriction
as to the number of securities as of a particular date that can then be immediately sold, this Note and the Conversion Shares, as applicable, may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed
against transfer of the certificates or on Holder’s or its designees balance account with DTC for such securities): 
 “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE OR ON HOLDER’S OR ITS DESIGNEE’S BALANCE ACCOUNT WITH DTC, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT, INCLUDING, WITHOUT LIMITATION, PURSUANT TO
RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(a)(1 1⁄2)” SALE.” 
 (ii) Removal of Restrictive Legends. Certificates evidencing the
Conversion Shares or Conversion Shares in a Holder’s or its designee’s balance account with DTC (including any Major Transaction Company Shares), as applicable, shall not contain any legend restricting the transfer thereof (including the
legend set forth above in subsection 2(e)(i)): (A) while a registration statement (including a Registration Statement, as defined in the Registration Rights Agreement) covering the sale or resale of the Conversion Shares is effective
under the Securities Act, or (B) following any sale of such Conversion Shares pursuant to Rule 144, 







 
or (C) if such Conversion Shares are eligible for sale under Rule 144(b)(1), or (D) if the holder of the Conversion Shares certifies, on or after the date that is six (6) months
after the Funding Date, that such holder is not an “affiliate” of the Company (and has not been an affiliate during the preceding three (3) months) (as defined in Rule 144), or (E) if such legend is not required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel to issue a legal opinion to
the Transfer Agent promptly after the date that a registration statement covering the resale of the Conversion Shares has been declared effective by the SEC (the “Effective Date”), or at such other time as any of the Unrestricted
Conditions have been satisfied, if required by the Transfer Agent to effect the issuance of the Conversion Shares without a restrictive legend or removal of the legend hereunder. If any of the Unrestricted Conditions are met at the time of issuance
of any of the Conversion Shares, then such Conversion Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as any of the Unrestricted Conditions are met or such legend is otherwise no
longer required under this Section 2(e), it will, no later than three (3) Trading Days following the delivery (the “Unlegended Shares Delivery Deadline”) by the Holder to the Company or the Transfer Agent of a
certificate representing Conversion Shares issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Holder a certificate (or electronic transfer) representing
such shares that is free from all restrictive and other legends. 
 (iii) Sale of Unlegended Shares. Holder agrees that the removal
of the restrictive legend from any certificates (or from Conversion Shares in a Holder’s or its designee’s balance account with DTC) representing securities as set forth in Section 2(e) above is predicated upon the
Company’s reliance that the Holder will sell any Conversion Shares pursuant to either the registration requirements of the Securities Act and applicable state securities laws, including any applicable prospectus delivery requirements, or an
exemption therefrom, and that if such securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. 

(f) Dividend, Subdivision, Combination or Reclassification. If the Company shall, at any time or from time to time, (A) declare a
dividend on the Common Stock payable in shares of its capital stock (including Common Stock) (other than a dividend for which the Holder would be entitled to participate pursuant to Section 6 hereof), (B) subdivide the outstanding
Common Stock into a larger number of shares of Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares of its Common Stock, or (D) issue any shares of its capital stock in a reclassification of the Common
Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then in each such case, the Conversion Price in effect at the time of the record date for such dividend or
of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Holder of this Note upon conversion after such date shall be entitled to receive the aggregate number and kind of shares of capital stock which,
if this Note had been converted immediately prior to such date, such holder would have owned upon such conversion and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become
effective immediately after the record date of such dividend or the effective date of such subdivision, combination or 







 
reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend on the Common Stock payable in shares of its capital stock (including
Common Stock) is declared and such dividend is not paid, the Conversion Price shall again be adjusted to be the Conversion Price, in effect immediately prior to such record date (giving effect to all adjustments that otherwise would be required to
be made pursuant to this Section 2 from and after such record date). 
 3. Rights Upon Major Transaction. In the event
that a Major Transaction occurs, then the Holder may convert all or a portion of the principal amount outstanding in accordance with the provisions of this Section 3 (a “Major Transaction Conversion”) and cause the
Company to pay to the Holder in cash all accrued and unpaid Interest under this Note. The Holder shall have the right to waive its rights under this Section 3 with respect to such Major Transaction. 

(a) Major Transaction Conversion. In the event that a Major Transaction occurs, then (1) in the case of a transaction covered by
the provisions of clause (A) of the definition of “Major Transaction” (a “Takeout Major Transaction”) or an Asset Sale, in either case, in or in connection with which the shares of Common Stock of the Company are
converted into the right, or the holders thereof will become entitled (including, in the case of an Asset Sale, in connection with the liquidation of the Company), to receive cash, securities of another entity and/or other assets (a
“Successor Major Transaction”), the Holder, at its option, may convert, in whole or in part, the outstanding principal amount under this Note into the right to receive upon consummation of the Major Transaction the following
consideration (the “Successor Consideration”) (i) in the case of a Takeout Major Transaction, the amount of cash and other assets and the number of securities or other property of the Successor Entity or other entity that the
Holder would have received had such Holder converted the Major Transaction Conversion Amount (as defined below) into Base Conversion Shares and Additional Conversion Shares (as defined below and without regard to the 9.98% Cap) immediately prior to
the consummation of such Major Transaction and (ii) in the case of an Asset Sale, an amount in cash equal to the product of (x) the number of Base Conversion Shares and Additional Conversion Shares that the Holder would have received had
such Holder converted the Major Transaction Conversion Amount into Base Conversion Shares and Additional Conversion Shares (without regard to the 9.98% Cap) immediately prior to such Asset Sale and (y) the Closing Market Price (as defined on
Schedule 1 hereto), and (2) in the case of all other Major Transactions (a “Company Share Major Transaction”), the Holder shall have the right to convert, in whole or in part, and from time to time, the outstanding principal
amount under this Note into Base Conversion Shares and Additional Conversion Shares (“Major Transaction Company Shares”). 

(b) Base Conversion Shares and Additional Conversion Shares. Notwithstanding anything herein to the contrary, with respect to any
conversion or deemed conversion effected in connection with a Major Transaction pursuant to this Section 3, the aggregate total number of Major Transaction Company Shares into which all or any portion of the principal amount of this Note
may be converted or, the aggregate number of Conversion Shares to be used for calculating the Successor Consideration, as applicable, shall be calculated to be the sum of (a) the number of shares of the Common Stock into which the principal
amount 







 
of this Note then being converted would otherwise be converted as calculated under Section 2 hereof (such number of shares, the “Base Conversion Shares”), plus
(b) the number of shares of Common Stock equal to the product of (x) the Additional Share Coefficient (as such term is defined and determined for each $1,000 of principal amount of this Note on Schedule 1 attached hereto and made a part
hereof) for such Major Transaction and (y) a fraction the numerator of which is the amount of the principal amount of this Note then being converted and the denominator of which is $1,000 (such number of shares of Common Stock calculated in
accordance with this clause (b), the “Additional Conversion Shares”). 
 (c) Notice;
Major Transaction Conversion Election. At least thirty (30) days prior to the consummation of any Major Transaction (other than a transaction described in clause (C) of the definition of “Major Transaction”), if possible,
but, in any event, within five (5) Business Days following the first to occur of (x) the date of the public announcement of such Major Transaction if such announcement is made before 4:00 p.m., New York City time, or (y) the day
following the public announcement of such Major Transaction if such announcement is made on and after 4:00 p.m., New York City time, the Company shall deliver written notice thereof via facsimile, electronic mail or overnight courier to the Holder
(a “Major Transaction Notice”). At any time during the Major Transaction Conversion Period, the Holder may elect to effect a Major Transaction Conversion by delivering written notice thereof (“Major Transaction Conversion
Notice”) to the Company, which Major Transaction Conversion Notice shall indicate the portion of the Note (the “Major Transaction Conversion Amount”), calculated with reference to the principal amount outstanding, that the
Holder is electing to treat as a Major Transaction Conversion. For the avoidance of doubt, the Holder shall be permitted to make successive conversions and send successive Major Transaction Conversion Notices in respect of a Company Share Major
Transaction from time to time at any time during the Major Transaction Conversion Period; provided that the Company will not be required to issue Conversion Shares with respect to a Major Transaction Conversion Notice with respect to less than the
lesser of (i) the principal amount outstanding under the Note and (ii) an amount which, when aggregated with all conversions of Notes on the same day, represents $1,000,000 principal amount of this Note. 

(d) Settlement of Major Transaction Conversion. Following the receipt of a Major Transaction Conversion Notice from the Holder, the
Company shall not effect a Successor Major Transaction that is being treated as a Major Transaction Conversion unless at the time of the execution of the definitive documentation relating to such Major Transaction it obtains the written agreement of
the Successor Entity that payment or issuance of the Successor Consideration, plus accrued and unpaid interest through the date of payment, shall be made to the Holder upon consummation of such Major Transaction and such payment or issuance, as the
case may be, shall be a condition to consummation of such Major Transaction. Concurrently upon closing of such Successor Major Transaction, the Company shall pay or issue, as the case may be, or shall instruct any escrow agent for the transaction to
pay or issue, or will cause the Successor Entity to issue and/or pay, the applicable Successor Consideration, plus accrued and unpaid interest through the date of payment. The Major Transaction Company Shares issuable in respect of a Company Share
Major Transaction shall be issued or paid, as applicable, to the Holder within three (3) Trading Days following the date of each Major Transaction Conversion Notice. 







 (e) Injunction. Following the receipt of a Major Transaction Conversion Notice from the
Holder, in the event that the Company attempts to consummate a Successor Major Transaction without obtaining the written agreement of the Successor Entity described in subsection (d) above, the Holder shall have the right to apply for an
injunction in any state or federal courts sitting in the City of New York, borough of Manhattan to prevent the closing of such Major Transaction until the Successor Consideration is satisfied to the Holder, in full. 

Notwithstanding anything to the contrary contained herein and without derogating any obligations or rights herein, until the Holder receives
its appropriate payment or securities, plus any accrued and unpaid interest under this Note, in accordance with the provisions of this Section 3, this Note may be converted, in whole or in part, by the Holder into Shares, or in the event
that such payments and/or shares have not been delivered prior to the consummation of the Successor Major Transaction in which the Company is not the surviving parent entity, shares of common stock (or their equivalent) of the Successor Entity at an
appropriate conversion price based upon the prevailing Conversion Rate (as adjusted hereunder) at the time of such Major Transaction and price per share or conversion ratio received by holders of Common Stock in the Major Transaction. 

4. Registration Failures. Upon any Registration Failure, in addition to all other available remedies that the Holder may pursue under
the Facility Agreement, the Registration Rights Agreement and this Note, the Company shall pay additional damages to the Holder for such 30-day period (prorated for any partial period) after the date of such Registration Failure in an amount in cash
equal to one and one-half percent (1.5%) of such Holder’s original principal amount of this Note on the date of such Registration Failure. Such payments shall accrue until the earlier of (i) such time as the Registration Failure has
been cured and (ii) the date on which all of the Conversion Shares may be sold without restriction under Rule 144 (including, without limitation, volume restrictions and without the need for the availability of current public information under
Rule 144). All such payments that accrue under this Section 4 shall be payable no later than five (5) Business Days following such date of accrual. 

5. Voting Rights. Except as required by law, the Holder shall have no voting rights with respect to any of the Conversion Shares until
delivery of the Conversion Notice relating to the conversion of this Note upon which such Conversion Shares are issuable. 
 6.
Participation. The Holder, as the holder of this Note, shall be entitled to receive as additional interest such dividends paid and distributions of any kind (whether in cash or otherwise) made to the holders of Common Stock of the Company to
the same extent as if the Holder had converted this Note into Common Stock (without regard to any limitations on exercise herein or elsewhere and without regard to whether or not a sufficient number of shares are authorized and reserved to effect
any such exercise and issuance) and had held such shares of Common Stock on the record date for such dividends and distributions. Payments under the preceding sentence shall be made concurrently with the dividend or distribution to the holders of
Common Stock. 







 7. Amendment; Waiver. The terms and provisions of this Note shall not be amended or waived
except in a writing signed by the Company and the Holder. 
 8. Remedies, Characterizations, Other Obligations, Breaches and Injunctive
Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, the Facility Agreement, at law or in equity (including a decree of specific performance and/or other injunctive
relief). No remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy, and nothing herein shall limit the Holder’s right to pursue actual damages for any failure by the Company to comply with
the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. The Company acknowledges that a breach by it of its obligations hereunder will
cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. 

9. Specific Shall Not Limit General; Construction. No specific provision contained in this Note shall limit or modify any more general
provision contained herein, unless stated otherwise in this Agreement. This Note shall be deemed to be jointly drafted by the Company and all purchasers of Notes pursuant to the Facility Agreement and shall not be construed against any Person as the
drafter hereof. 
 10. Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. 

11. Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in
accordance with Section 6.1 of the Facility Agreement. 
 12. Restrictions on Transfer. 

(a) Registration or Exemption Required. This Note has been issued in a transaction exempt from the registration requirements of the
Securities Act by virtue of Regulation D. None of the Note or the Conversion Shares may be pledged, transferred, sold, assigned, hypothecated or otherwise disposed of except pursuant to an effective registration statement or an exemption to the
registration requirements of the Securities Act and applicable state laws including, without limitation, a so-called “4(a)(1 1⁄2)” transaction. 

(b) Assignment. Subject to Section 12(a) above and Section 6.5 of the Facility Agreement, the Holder may sell,
transfer, assign or otherwise dispose of this Note, in whole or in part, provided that the Holder shall deliver three (3) days’ prior written notice to the Company, substantially in the form of the Assignment attached hereto as Exhibit
B, indicating 







 
the Person or Persons to whom the Note shall be assigned and the respective principal amount of the Note to be assigned to each assignee. The Company shall effect the assignment within three
(3) Business Days (the “Transfer Delivery Period”), and shall deliver to the assignee(s) designated by Holder a Note or Notes of like tenor and terms for the appropriate principal amount. This Note and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Holder. The provisions of this Note are intended to be for the benefit of all Holders from time to time of this Note, and shall be enforceable by
any such Holder. For avoidance of doubt, in the event Holder notifies the Company that such sale or transfer is a so called “4(a)(1 1⁄2)”
transaction, the parties hereto agree that a legal opinion from outside counsel for the Holder delivered to counsel for the Company substantially in the form attached hereto as Exhibit C shall be the only requirement to satisfy an exemption
from registration under the Securities Act to effectuate such “4(a)(1 1⁄2)” transaction. 

13. Payment of Collection, Enforcement and Other Costs. If (a) this Note is placed in the hands of an attorney for collection or
enforcement or is collected or enforced through any legal proceeding; or (b) an attorney is retained to represent the Holder in any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’
rights and involving a claim under this Note, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or action, including reasonable attorneys’ fees and disbursements. 

14. Cancellation. After all Principal, Interest and other amounts at any time owed under, or on account of, this Note have been paid in
full or converted into Shares in accordance with the terms hereof, this Note shall automatically be deemed cancelled, shall be surrendered to the Company for cancellation and shall not be reissued. 

15. [RESERVED] 
 16.
Waiver of Notice. To the extent permitted by law, the Company hereby waives demand, notice, presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note
and the Facility Agreement. 
 17. Governing Law. All questions concerning the construction, validity, enforcement and interpretation
of this Note shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed in such State. The Company agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by this Note shall be commenced exclusively in the state and federal courts sitting in the City of New York. The Company hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or other proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for
such proceeding. The Company hereby irrevocably waives personal service of process and consents to process being 







 
served in any such suit, action or other proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under the Facility Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in
any other manner permitted by law. THE COMPANY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY. 
 18. Interpretative Matters. Unless the
context otherwise requires, (a) all references to Sections or Exhibits are to Sections or Exhibits contained in or attached to this Note, (b) each accounting term not otherwise defined in this Note has the meaning assigned to it in
accordance with GAAP, (c) words in the singular or plural include the singular and plural and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter and (d) the use of the
word “including” in this Note shall be by way of example rather than limitation. If a stock split, stock dividend, stock combination or other similar event occurs during any period over which an average price is being determined, then an
appropriate adjustment will be made to such average to reflect such event. 
 19. Execution. A facsimile, telecopy, PDF or other
reproduction of this Note may be delivered by the Company, and an executed copy of this Note may be delivered by the Company by facsimile, e-mail or other similar electronic transmission device pursuant to which the signature of or on behalf of the
Company can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. The Company hereby agrees that it shall not raise the execution of facsimile, PDF or other reproduction of this Note, or the fact
that any signature was transmitted by facsimile, e-mail or other similar electronic transmission device, as a defense to the Company’s execution of this Note. Notwithstanding the foregoing, the Company shall be required to deliver an originally
executed Note to the Holder. 
 [Signature page follows] 







 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the date first set
forth above. 
  

			
	COMPANY:
	
	AAC HOLDINGS, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 Exhibit A 

CONVERSION NOTICE 

Reference is made to the Convertible Note (the “Note”) of AAC HOLDINGS, INC., a Nevada corporation (the
“Company”), in the original principal amount of $[        ]. In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as
defined in the Note) of the Note indicated below into Shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company, as of the date specified below. 

 

	
	 Date of
Conversion:                    


  

					
		 	Aggregate Conversion Amount to be converted at the Conversion Price (as defined in the Note):
		 	  
	 	

  

			
	 Principal, applicable thereto, to be converted:
	 	  


 Please confirm the following information: 
  

			
	 Conversion Price:
	 	  



 

			
	 Number of shares of Common Stock to be issued:
	 	  


 Please issue the Common Stock into which the Note is being converted in the following name and to the following address: 

 

			
	 Issue to:
	 	  



 

			
	 Facsimile Number:
	 	  



 

					
	 Authorization:
	 	  
	 	

  

					
	 By:
	 	  
	 	

  

					
	 Title:
	 	  
	 	

  

					
	 Dated:
	 	  
	 	

  

			
	 DTC Participant Number and Name (if electronic book entry transfer):
	 	  



 

			
	 Account Number (if electronic book entry transfer):
	 	  









 Exhibit B 

ASSIGNMENT 
 (To be
executed by the registered holder 
 desiring to transfer the Note) 

FOR VALUE RECEIVED, the undersigned holder of the attached Convertible Note (the “Note”) hereby sells, assigns and transfers unto the person
or persons below named the right to receive the principal amount of $         from AAC Holdings, Inc., a Nevada corporation, evidenced by the attached Note and does hereby irrevocably constitute and
appoint                      attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

  

							
	Dated:	 	  
	 		 	  

		 		 		 	Signature

 Fill in for new registration of Note: 
  

			
	  
	 	
	Name	 	
		
	  
	 	
	Address	 	
		
	  
	 	
	 Please print name and address of assignee

(including zip code number)
	 	

 NOTICE 
 The signature to the
foregoing Assignment must correspond to the name as written upon the face of the attached Note in every particular, without alteration or enlargement or any change whatsoever. 







 Exhibit C 

FORM OF OPINION 

            , 20      

[                    ] 

 

	Re:	AAC Holdings, Inc. (the “Company”) 

 Dear Sir: 

[                    ]
(“[                    ]”) intends to transfer its Convertible Note in the principal amount of
$         (the “Note”) of the Company to                     
(“                    ”) without registration under the Securities Act of 1933, as amended (the “Securities Act”). In
connection herewith, we have examined such documents and issues of law as we have deemed relevant. 
 Based on and subject to the foregoing, we are of the
opinion that the transfer of the Note by                      to
                     may be effected without registration under the Securities Act, provided, however, that the Note to be transferred to
                     contain a legend restricting its transferability pursuant to the Securities Act and that transfer of the Note is subject
to a stop order. 
 The foregoing opinion is furnished only to
                     and may not be used, circulated, quoted or otherwise referred to or relied upon by you for any purposes other than the
purpose for which furnished or by any other person for any purpose, without our prior written consent. 
 Very truly yours, 







 Schedule 1 

Additional Share Coefficient 
 The
“Additional Share Coefficient” shall mean the number of additional shares of Common Stock issuable per $1,000 of principal amount of the Note in connection with a Major Transaction and shall be the additional share
number set forth on the chart with respect to the “Share Price Result” on the “y” axis and the corresponding “Remaining Note Life” on the “x” axis; provided, however, that to the extent the
actual Share Price Result (as defined below) falls between two data points on the “y” axis and/or the actual date of the Major Transaction falls between two data points on the “x” axis, the “Additional Share
Coefficient” shall be determined by calculating the arithmetic mean between (i) the result obtained for the Share Price Result based on the linear interpolation between the additional share numbers corresponding to the two Share Price
Result data points and (ii) the result obtained for the Remaining Note Life based on the linear interpolation between the two additional share numbers corresponding to the two Remaining Note Life data points; and provided further,
however, that in the event of any adjustment to the Conversion Price pursuant to Section 2 of this Note, the numbers of additional shares of Common Stock issuable per $1,000 of principal amount of this Note as set forth in the
chart below shall be deemed adjusted pro rata with any adjustment resulting from the adjustment to the Conversion Price that would be made to the number of shares of Common Stock then convertible with respect to $1,000 of principal amount of this
Note as calculated under Section 2 of this Note. For purposes of the chart below, the “Share Price Result” shall be, in the case of a Major Transaction (excluding an Asset Sale) in which holders of Common Stock receive solely
cash consideration in connection with such Major Transaction, the greater of (x) and (y) below and, in the case of all other Major Transactions, shall be solely the amount set forth in (x) below, where (x) is the last closing
sales price per share of the Common Stock on the New York Stock Exchange, or, if that is not the principal trading market for the Common Stock, such principal market on which the Common Stock is traded or listed (the “Closing
Market Price”) immediately prior to the consummation of the Major Transaction and (y) is the cash amount payable per share of Common Stock in such Major Transaction. If the actual Share Price Result is greater than $100 per share
(subject to adjustment in the same manner as the Conversion Price as provided in Section 2 of this Note), or if the actual Share Price Result is less than $10 per share (subject to adjustment in the same manner as the Conversion Price as
provided in Section 2 of this Note), then the Additional Share Coefficient shall be equal to the amount applicable to $100 and $10, respectively. 







 Additional Shares 

Remaining Note Life (Yrs) 
  

																															
	Share Price Result ($)
	Y	 	6	 	 	5	 	 	4	 	 	3	 	 	2	 	 	1	 	 	0	 	 	X
	10.00	 	 	4.014	  	 	 	2.975	  	 	 	1.972	  	 	 	1.064	  	 	 	0.361	  	 	 	0.024	  	 	 	0	  	 	
	15.00	 	 	6.902	  	 	 	5.647	  	 	 	4.320	  	 	 	2.932	  	 	 	1.538	  	 	 	0.345	  	 	 	0	  	 	
	20.00	 	 	9.477	  	 	 	8.190	  	 	 	6.772	  	 	 	5.194	  	 	 	3.414	  	 	 	1.408	  	 	 	0	  	 	
	25.00	 	 	11.695	  	 	 	10.460	  	 	 	9.076	  	 	 	7.494	  	 	 	5.620	  	 	 	3.243	  	 	 	0	  	 	
	30.00	 	 	13.583	  	 	 	12.434	  	 	 	11.141	  	 	 	9.651	  	 	 	7.862	  	 	 	5.519	  	 	 	0	  	 	
	35.00	 	 	10.450	  	 	 	9.398	  	 	 	8.215	  	 	 	6.857	  	 	 	5.237	  	 	 	3.155	  	 	 	0	  	 	
	40.00	 	 	8.285	  	 	 	7.328	  	 	 	6.258	  	 	 	5.042	  	 	 	3.619	  	 	 	1.872	  	 	 	0	  	 	
	45.00	 	 	6.728	  	 	 	5.861	  	 	 	4.899	  	 	 	3.820	  	 	 	2.588	  	 	 	1.168	  	 	 	0	  	 	
	50.00	 	 	5.574	  	 	 	4.788	  	 	 	3.926	  	 	 	2.972	  	 	 	1.914	  	 	 	0.775	  	 	 	0	  	 	
	55.00	 	 	4.697	  	 	 	3.984	  	 	 	3.210	  	 	 	2.368	  	 	 	1.462	  	 	 	0.551	  	 	 	0	  	 	
	60.00	 	 	4.015	  	 	 	3.368	  	 	 	2.672	  	 	 	1.928	  	 	 	1.152	  	 	 	0.418	  	 	 	0	  	 	
	65.00	 	 	3.476	  	 	 	2.886	  	 	 	2.260	  	 	 	1.601	  	 	 	0.933	  	 	 	0.337	  	 	 	0	  	 	
	70.00	 	 	3.043	  	 	 	2.504	  	 	 	1.938	  	 	 	1.353	  	 	 	0.776	  	 	 	0.285	  	 	 	0	  	 	
	75.00	 	 	2.690	  	 	 	2.197	  	 	 	1.684	  	 	 	1.163	  	 	 	0.661	  	 	 	0.250	  	 	 	0	  	 	
	80.00	 	 	2.398	  	 	 	1.946	  	 	 	1.480	  	 	 	1.013	  	 	 	0.574	  	 	 	0.225	  	 	 	0	  	 	
	85.00	 	 	2.155	  	 	 	1.739	  	 	 	1.314	  	 	 	0.895	  	 	 	0.508	  	 	 	0.206	  	 	 	0	  	 	
	90.00	 	 	1.950	  	 	 	1.566	  	 	 	1.178	  	 	 	0.799	  	 	 	0.456	  	 	 	0.192	  	 	 	0	  	 	
	95.00	 	 	1.776	  	 	 	1.420	  	 	 	1.064	  	 	 	0.721	  	 	 	0.415	  	 	 	0.180	  	 	 	0	  	 	
	100.00	 	 	1.627	  	 	 	1.297	  	 	 	0.969	  	 	 	0.657	  	 	 	0.381	  	 	 	0.169	  	 	 	0