Form of Series A Notes and Series B Notes



 Exhibit 4.3 

[FORM OF SERIES [A][B] SENIOR CONVERTIBLE NOTE] 

[INSERT IN SERIES A NOTE ONLY: NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW.] 
 THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(ii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE
AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(ii) OF THIS NOTE. 

LOCAL CORPORATION 

SERIES [A][B] SENIOR CONVERTIBLE NOTE 

 

			
	Issuance Date: [—], 2015		Original Principal Amount: U.S. $[—]        

 FOR VALUE RECEIVED, Local Corporation, a Delaware corporation (the “Company”), hereby
promises to pay to the order of [BUYER] or its registered assigns (“Holder”) the amount set forth 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), [INSERT IN SERIES B NOTE ONLY: on any Installment Date with respect to the Installment Amount due on such Installment Date (each as defined below),] or upon
acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth above
as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date, [INSERT IN SERIES B NOTE ONLY: on any Installment Date with respect to the Installment








 
Amount due on such Installment Date,] or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Series [A][B] Senior Convertible Note
(including all Series [A][B] Senior Convertible Notes issued in exchange, transfer or replacement hereof, this “Note”) is one of an issue of Series [A][B] Senior Convertible Notes issued pursuant to (i) the Indenture (as
defined below), (ii) the Series [A][B] Supplemental Indenture (as defined below), [INSERT IN SERIES A NOTE ONLY: and] (iii) [INSERT IN SERIES B NOTE ONLY: the Company’s Registration Statement on Form S-3 (File number 333-196429) and
(iv)] the Securities Purchase Agreement, dated as of March 9, 2015 (the “Subscription Date”), by and among the Company and the investors (the “Buyers”) referred to therein, as amended from time to time
(collectively, the “Series [A][B] Notes”, and together with the Series [B][A] Notes (as defined below), the “Notes”, and such Notes (other than this Note), the “Other Notes”). Certain capitalized
terms used herein are defined in Section 33. 
 1. PAYMENTS OF PRINCIPAL. [INSERT IN SERIES B NOTE ONLY: 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 (as defined in Section 26(c)) on such Principal and Interest. Other than as specifically permitted by this Note, the Company may not prepay any portion of
the outstanding Principal, accrued and unpaid Interest or accrued and unpaid Late Charges on Principal and Interest, if any. 
 2.
INTEREST; INTEREST RATE. 
 [INSERT IN SERIES A NOTE ONLY: 

(a) Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and
twelve 30-day months, shall compound on each Interest Date, and shall be payable in arrears quarterly on each Interest Date with the first Interest Date being July 1, 2015. Interest shall be payable on each Interest Date, to the record holder of
this Note on the applicable Interest Date, in shares of Common Stock (“Interest Shares”, and each such Interest Date in which Interest Shares are to paid hereunder, an “Interest Share Delivery Deadline”) so long as
there has been no Equity Conditions Failure; provided however, that the Company may, at its option following written notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination of Cash
Interest and Interest Shares. The Company shall deliver a written notice (each, an “Interest Election Notice”) to each holder of the Series A Notes on or prior to the twentieth (20th) Trading Day prior to the applicable
Interest Date (the “Interest Notice Due Date”, and the date such notice is delivered to all of the holders of Series A Notes, the “Interest Notice Date”) which notice (i) either (A) confirms that Interest
to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash
Interest and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If an Equity 

  
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Conditions Failure has occurred as of the Interest Notice Date, then the applicable Interest Notice shall state either (x) the Company has elected to pay such Interest as Cash Interest or
(y) the Company is seeking the consent of the Holder to waive the Equity Conditions Failure to permit the payment of such Interest, in whole or in part, as specified by the Company in such Interest Notice, in Interest Shares; provided, that if
the Holder does not waive such Equity Conditions Failure, such Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity
Conditions Failure occurs at any time prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in
cash. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)) of Common Stock equal to the quotient of
(1) the amount of Interest payable on such Interest Date less any Cash Interest paid and (2) the Interest Conversion Price in effect on the applicable Interest Date. If the Company fails to deliver an Interest Election Notice with respect
to an Interest Date on or prior to the applicable Interest Notice Due Date and the Permitted Senior Indebtedness has consent to the payment of such Interest in cash, the Company shall be deemed to have delivered an Interest Election Notice
confirming that Interest to be paid on such Interest Date shall be paid entirely in cash. If the Company fails to deliver an Interest Election Notice with respect to an Interest Date on or prior to the applicable Interest Notice Due Date and the
Permitted Senior Indebtedness has not consented to the payment of such Interest in cash, the Company shall be deemed to have delivered an Interest Election Notice confirming that Interest to be paid on such Interest Date shall be paid entirely in
Interest Shares and certifying that no Equity Conditions Failure then exists. 
 (b) When any Interest Shares are to be paid
on an Interest Date, the Company shall (i) (A) provided that the Company’s Transfer Agent (as defined below) is participating in the DTC (as defined below) Fast Automated Securities Transfer Program, credit such aggregate number of
Interest Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (B) if the Transfer Agent is not participating in the DTC Fast
Automated Securities Transfer Program, issue and deliver on the applicable Interest Date, to the address set forth in the register maintained by the Company for such purpose pursuant to the Securities Purchase Agreement or to such address as
specified by the Holder in writing to the Company at least two (2) Business Days prior to the applicable Interest Date, a certificate, registered in the name of the Holder or its designee, for the number of Interest Shares to which the Holder
shall be entitled and (ii) with respect to each Interest Date, pay to the Holder, in cash by wire transfer of immediately available funds, the amount of any Cash Interest. The Company shall not issue any fraction of a share of Common Stock upon
any issuance of Interest Shares on any Interest Date. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. In addition
to Holder’s right to pursue any remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or 

  
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injunctive relief with respect to the Company’s failure to timely deliver certificates representing Interest Shares (or to electronically deliver such Interest Shares), any failure by the
Company to timely deliver Interest Shares to the Holder (or its designee) on an Interest Date shall be subject to the provisions of 3(c)(ii) below. 

[INSERT IN SERIES B NOTE ONLY: (a) Interest on this Note shall commence accruing on the Issuance Date and shall be
computed on the basis of a 360-day year and twelve 30-day months and shall be payable in arrears on each Interest Date and shall compound each calendar month and shall be payable in accordance with the terms of this Note. Interest shall be paid
(i) on each Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, on such
Interest Date in cash. 
 (b) [Reserved]] 

(c) Prior to the payment of Interest on an Interest Date, the Maturity Date or any applicable Redemption Date, Interest on this
Note shall accrue at the Interest Rate and be payable by way of inclusion of the Interest in the Conversion Amount on each Conversion Date in accordance with Section 3(b)(i) or upon any redemption in accordance with Section 13 or any
required payment upon any Bankruptcy Event of Default (as defined below). From and after the occurrence and during the continuance of any Event of Default or at any time the Common Stock of the Company is not listed on a Major Market (an
“Exchange Breach”), the Interest Rate shall automatically be increased to eighteen percent (18.0%) per annum. In the event that such Event of Default or Exchange Breach, as applicable, is subsequently cured, the adjustment
referred to in the preceding sentence shall cease to be effective as of the calendar day immediately following the date of such cure; provided that the Interest as calculated and unpaid at such increased rate during the continuance of such Event of
Default or Exchange Breach, as applicable, shall continue to apply to the extent relating to the days after the occurrence of such Event of Default or Exchange Breach, as applicable, through and including the date of such cure of such Event of
Default or Exchange Breach, as applicable. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent (as defined below) and the Trustee)
that may be payable with respect to the issuance and delivery of shares of Common Stock issuable hereunder. 
 3. CONVERSION OF SERIES
[A][B] NOTES. At any time after the Issuance Date, this Note shall be convertible into validly issued, fully paid and non-assessable shares of Common Stock (as defined below), on the terms and conditions set forth in this Section 3. 

(a) Conversion Right. Subject to the provisions of Section 3(d), at any time or times on or after the Issuance
Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued, fully paid and non-assessable shares of Common Stock in accordance with Section 3(c), at the
Conversion Rate (as defined below). The Company shall not issue any fraction of 

  
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a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common
Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent (as defined below) and the Trustee) that
may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount. 
 (b)
Conversion Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the
“Conversion Rate”). 
 (i) “Conversion Amount” means the sum of (x) portion of the
Principal to be converted, redeemed or otherwise with respect to which this determination is being made, (y) all accrued and unpaid Interest with respect to such portion of the Principal amount and accrued and unpaid Late Charges with respect
to such portion of such Principal and such Interest, if any and (z) if elected by the Holder in a writing to the Company, including without limitation, a Conversion Notice, the Subordinated Payment Amounts. 

(ii) “Conversion Price” means
[    ]1. 
 (c) Mechanics of Conversion. 

(i) Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion
Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 8:00 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit
I (the “Conversion Notice”) to the Company. If required by Section 3(c)(ii), within three (3) Trading Days following the delivery of the Conversion Notice, the Holder shall surrender this Note to a nationally
recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 20(b)). On or before the first
(1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation, in the form attached hereto as 

	 	

  

	1 	INSERT IN SERIES A NOTES: 0.5534 

 INSERT IN SERIES B NOTES: 0.7090


  
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Exhibit II, of receipt of such Conversion Notice to the Holder and Computershare Investor Services Ltd. (the “Transfer Agent”), which confirmation shall constitute an
instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date of receipt of a
Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to
such Conversion Notice) [(each, a “Conversion Share Delivery Deadline”, and together with each [INSERT IN SERIES A NOTE: Interest Share Delivery Deadline] [INSERT IN SERIES B NOTE: Installment Share Delivery Deadline (as defined
below)] and each other share delivery deadline hereunder, each a “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast
Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian
system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered
in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion to the Trustee as required by Section 3(c)(iii) and the outstanding
Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after receipt of this Note and at its own
expense, issue and deliver to the Trustee a new duly executed Note (in accordance with Section 20(d)) representing the outstanding Principal not converted, for authentication by the Trustee in accordance with the applicable provisions of the
Indenture. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. [INSERT
IN SERIES A NOTE ONLY: Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) and prior to the
Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any
sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement
to the extent applicable, and for which the Holder has not yet settled.] [INSERT IN SERIES B NOTE ONLY: In the event of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment
Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.] 

  
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 (ii) Company’s Failure to Timely Convert. If the Company shall fail,
for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, to issue and deliver to the Holder (or its
designee) a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or, (II) if the Transfer Agent is participating in the DTC Fast Automated
Securities Transfer Program, to credit the balance account of such Holder or such Holder’s designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note or as payment
of other amounts hereunder in shares of Common Stock when due hereunder (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day
after such Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 2% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis
and to which the Holder is entitled multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder
without violating Section 3(c)(i) and (2) if applicable, the Holder, upon written notice to the Company, 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 such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this
Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the applicable Share Delivery Deadline either (A) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company
shall fail to issue and deliver to the Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s share register or, (B) if the Transfer Agent is participating in the DTC Fast Automated Securities
Transfer Program, the Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder
or pursuant to the Company’s obligation pursuant to clause (II) below, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale
by the Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such conversion that the Holder so
anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after receipt of the Holder’s request and in the Holder’s discretion, either:
(I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by
any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point 

  
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the Company’s obligation to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is
entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates
representing such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or as payment of other amounts
hereunder in shares of Common Stock when due hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by
(y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice or other applicable notice hereunder, as applicable, and ending on the date of such issuance
and payment under this clause (II) (the “Buy-In Payment Amount”). Subject to Section 21, nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock)
upon the conversion of this Note as required pursuant to the terms hereof. 
 (iii) Registration; Book-Entry. The
Trustee shall maintain a register (the “Register”) for the recordation of the names and addresses of the holders of each Series [A][B] Note and the principal amount of the Series [A][B] Notes held by such holders (the
“Registered Notes”) as provided in Section 305 of the Indenture and Section 2.12 of the Supplemental Indenture. No later than the first (1st) Trading Day after the delivery of the Conversion Notice or any redemption
of this Note, the Company shall deliver written confirmation to the Trustee that such conversion or redemption, as applicable, has been completed in full, which confirmation shall set forth the aggregate Principal of this Note then converted or
redeemed, as applicable, and the remaining aggregate principal of this Note then outstanding. The Trustee shall be entitled to conclusively rely on such confirmation by the Company, as authorization to adjust the Register in accordance with such
confirmation. The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company, the Trustee and the holders of the Series [A][B] Notes shall treat each Person whose name is recorded in the Register as
the owner of a Series [A][B] Note for all purposes (including, without limitation, the right to receive payments of Principal and Interest hereunder) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in
whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer or sell all or part of any Registered Note by the holder thereof (together with any information as may be
required by the Trustee or the Company under the applicable securities laws), the Trustee shall record the information contained therein in the Register and the Company shall issue one or 

  
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more new Registered Notes, which shall be duly authenticated by the Trustee upon receipt of a Company Order (as such term is defined in the Indenture), in the same aggregate principal amount as
the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 20. Notwithstanding anything to the contrary set forth in this Section 3 or in the Indenture or in the Series [A][B]
Supplemental Indenture, following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Trustee unless (A) the full Conversion Amount represented by
this Note is being converted (in which event this Note shall be delivered to the Trustee following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company and the Trustee with prior written notice
(which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder, the Trustee (subject to the limitation set forth below) and the Company shall maintain records showing the
Principal, Interest and Late Charges (and, with respect to the Trustee, only with respect to Principal as set forth in the Register, and only with respect to Interest and Late Charges as set forth in a certificate of the Company which has been
provided to the Trustee), if any, converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder, the Trustee and the Company,
so as not to require physical surrender of this Note upon conversion. 
 (iv) Pro Rata Conversion; Disputes. In the
event that the Company receives a Conversion Notice from more than one holder of Notes for the same Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted for conversion, the Company, subject to
Section 3(d), shall convert from each holder of Notes electing to have Notes converted on such date a pro rata amount of such holder’s portion of its Notes submitted for conversion based on the principal amount of Notes submitted for
conversion on such date by such holder relative to the aggregate principal amount of all Notes submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a
conversion of this Note, the Company shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 25. 

(d) Limitations on Conversions. 

(i) Beneficial Ownership. The Company shall not effect the conversion of any portion of this Note, and the Holder shall
not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the
Holder together with the other Attribution Parties collectively would beneficially own in excess of 9.99% (or such other percentage or amount as elected by the Holder on the signature page of the Holder to the Securities Purchase Agreement) (the
“Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such 

  
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conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of
shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude
shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the
unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any Series [A][B] Notes, convertible notes or convertible preferred stock or warrants, including the Warrants) beneficially owned by the
Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d)(i). For purposes of this Section 3(d)(i), beneficial ownership shall be calculated in
accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on
the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be,
(y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share
Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing
of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d)(i), to exceed the Maximum
Percentage, the Holder must notify the Company of a reduced number of shares of Common Stock to be acquired pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder made or delivered at any time
on during the period commencing on 9:30 A.M., New York time and ending on 8:00 P.M., New York time on a Business Day, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of
shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any
other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other
Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by
which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds 

  
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the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer
the Excess Shares. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes
of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert this Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination
of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(d)(i) to the extent necessary to correct this paragraph (or any portion of
this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The
limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Note. 
 (ii)
Principal Market Regulation. The Company shall not issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the terms of this Note if the issuance of such shares of Common Stock would exceed the aggregate number
of shares of Common Stock which the Company may issue upon conversion or exercise (as the case may be) of the Notes and the Warrants or otherwise pursuant to the terms of this Note without breaching the Company’s obligations under the rules or
regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d), the “Exchange
Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock upon
conversion or exercise (as the case may be) of the Notes and the Warrants or otherwise pursuant to the terms of this Note in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not
required, which opinion shall be reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, no Buyer shall be issued in the aggregate, upon conversion or exercise (as the case may be) of any Notes or any of the
Warrants or otherwise pursuant to the terms of this Note, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap multiplied by (ii) the quotient of (A) the aggregate original principal amount of Notes
issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date divided by (B) the aggregate original principal amount of all Notes issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date
(with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s Notes, the transferee shall be allocated a pro rata portion of such Buyer’s
Exchange Cap Allocation with respect to such portion of such Notes so transferred, and the restrictions of the prior sentence shall apply to such 

  
 11 








 
transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion and exercise in full of a holder’s Notes and Warrants, the difference
(if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such holder’s Notes and exercise in full of such Warrants shall be
allocated to the respective Exchange Cap Allocations of the remaining holders of Notes and Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Notes and Warrants then held by each such holder. In the event that
the Company is prohibited from issuing shares of Common Stock pursuant to this Section 3(d)(ii) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such shares of Common Stock at a price
equal to the sum of (i) the product of (x) such number of Exchange Cap Shares and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable
Conversion Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such issuance and payment under this Section 3(d)(ii) and (ii) to the extent the Holder purchases (in an open market transaction or
otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any Buy-In Payment Amount, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection
therewith (collectively, the “Exchange Cap Share Cancellation Amount”); provided, that no Exchange Cap Share Cancellation Amount shall be due and payable to the Holder to the extent that (x) on or prior to the applicable Share
Delivery Deadline, the Exchange Cap Allocation of a Holder is increased (whether by assignment by a holder of Notes and/or Warrants or all, or any portion, of such holder’s Exchange Cap Allocation or otherwise) (an “Exchange Cap
Allocation Increase”) and (y) after giving effect to such Exchange Cap Allocation Increase, the Company delivers the applicable Exchange Cap Shares to the Holder (or its designee) on or prior to the applicable Share Delivery Deadline.

 (e) Right of Alternate Conversion. 

(i) General. At any time during any Event of Default Redemption Right Period (as defined below)(each, an
“Alternate Conversion Eligibility Date”), the Holder may, at such Holder’s option, convert (each, an “Alternate Conversion”) all, or any part of, this Note (such portion of this Note being converted, the
“Alternate Conversion Amount”) into Common Stock at the Alternate Conversion Price. 
 (ii) Mechanics of
Alternate Conversion. At any time after the Alternate Conversion Eligibility Date, the Holder may voluntarily convert any Alternate Conversion Amount pursuant to Section 3(c) (with “Alternate Conversion Price” replacing
“Conversion Price” for all purposes hereunder with respect to such Alternate Conversion) by designating in the Conversion Notice delivered pursuant to this Section 3(e) of this Note that the Holder is electing to use the Alternate
Conversion Price for such conversion. Notwithstanding 

  
 12 








 
anything to the contrary in this Section 3(e), but subject to Section 3(d), until the Company delivers shares of Common Stock representing the applicable Alternate Conversion Amount to
the Holder, such Alternate Conversion Amount may be converted by the Holder into shares of Common Stock pursuant to Section 3(c) without regard to this Section 3(e). 

4. RIGHTS UPON EVENT OF DEFAULT. 

(a) Event of Default. Each of the following events shall constitute an “Event of Default” and each of
the events in clauses (ix), (x) and (xi), shall constitute a “Bankruptcy Event of Default”: 
 (i) the
failure of the applicable Registration Statement (as defined in the Registration Rights Agreement) to be filed with the SEC on or prior to the date that is five (5) days after the applicable Filing Deadline (as defined in the Registration
Rights Agreement) or the failure of the applicable Registration Statement to be declared effective by the SEC on or prior to the date that is ten (10) Trading Days after the applicable Effectiveness Deadline (as defined in the Registration
Rights Agreement); provided that to the extent such failure of the applicable Registration Statement to be declared effective by the SEC was caused by the failure of the Company to satisfy by the SEC on the relevant Registration Statement or any
document incorporated by reference therein and the Company and its counsel has timely and in good faith responded to comments by the SEC as required by the Registration Rights Agreement, no Event of Default shall be deemed to occur for an additional
five (5) Trading Day period; 
 (ii) while the applicable Registration Statement is required to be maintained effective
pursuant to the terms of the Registration Rights Agreement, the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or such Registration Statement (or the
prospectus contained therein) is unavailable to any holder of Registrable Securities (as defined in the Registration Rights Agreement) for sale of all of such holder’s Registrable Securities in accordance with the terms of the Registration
Rights Agreement, and such lapse or unavailability continues for a period of five (5) consecutive Trading Days or for more than an aggregate of ten (10) Trading Days in any 365-day period (excluding days during an Allowable Grace Period
(as defined in the Registration Rights Agreement)); 
 (iii) the suspension from trading or the failure of the Common Stock
to be trading or listed (as applicable) on an Eligible Market for a period of five (5) consecutive Trading Days; 
 (iv)
the Company’s (A) failure to cure a Conversion Failure (other than a Conversion Failure with respect to which a Conversion Notice has been withdrawn by the Holder) or a Delivery Failure (as defined in the Warrants) by delivery of the
required number of shares of Common Stock within five (5) Trading Days after the 

  
 13 








 
applicable Conversion Date or exercise date (as the case may be) or (B) notice, written or oral, to any holder of the Notes or Warrants, including, without limitation, by way of public
announcement or through any of its agents, at any time, of its intention not to comply, as required, with a request for conversion of any Notes into shares of Common Stock that is requested in accordance with the provisions of the Notes, other than
pursuant to Section 3(d), or a request for exercise of any Warrants for Warrant Shares in accordance with the provisions of the Warrants; 

(v) except to the extent the Company is in compliance with Section 11(b) below, at any time following the tenth (10th) consecutive day that the Holder’s Authorized Share Allocation (as defined in Section 11(a) below) is less than the number of shares of Common Stock that the Holder would be entitled
to receive upon a conversion of the full Conversion Amount of this Note (without regard to any limitations on conversion set forth in Section 3(d) or otherwise); 

(vi) the Company’s failure to pay to the Holder any amount of Principal, Interest, Late Charges or other amounts when and
as due under this Note (including, without limitation, the Company’s failure to pay any redemption payments or amounts hereunder) or any other Transaction Document (as defined in the Securities Purchase Agreement) or any other agreement,
document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, except, in the case of a failure to pay Interest and Late Charges when and as due, in which case only if such failure remains
uncured for a period of at least five (5) Trading Days; 
 (vii) the Company fails to remove any restrictive legend on
any certificate or any shares of Common Stock issued to the Holder upon conversion or exercise (as the case may be) of any Securities acquired by the Holder under the Securities Purchase Agreement (including this Note) as and when required by such
Securities or the Securities Purchase Agreement, unless otherwise then prohibited by applicable federal securities laws, and any such failure remains uncured for at least five (5) Trading Days; 

(viii) the occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of
$250,000 of Indebtedness (as defined in the Securities Purchase Agreement) of the Company or any of its Subsidiaries (as defined in the Securities Purchase Agreement), other than with respect to any Other Notes; 

(ix) bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be
instituted by or against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not be dismissed within forty-five (45) days of its initiation; 

(x) the commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or
foreign 

  
 14 








 
bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree, order,
judgment or other similar document in respect of the Company or any Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of
any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part of its property, or the making by it
of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts generally as
they become due, the taking of corporate action by the Company or any Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar action under
federal, state or foreign law, except, solely with respect to any involuntary case or proceeding, that is not dismissed within forty-five (45) days of their initiation; 

(xi) the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any
Subsidiary of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or (ii) a decree, order, judgment or other similar document adjudging the
Company or any Subsidiary as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company or any Subsidiary under any applicable federal,
state or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial
part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in
effect for a period of forty-five (45) consecutive days; 
 (xii) a final judgment, judgments, any arbitration or
mediation award or any settlement of any litigation or any other satisfaction of any claim made by any Person pursuant to any litigation, as applicable, (each a “Judgment”, and collectively, the “Judgments”) with
respect to the payment of cash, securities and/or other assets with an aggregate fair value (as determined in accordance with Section 2(b)(iv) of the Warrants) in excess of $250,000 are rendered against, agreed to or otherwise accepted by, the
Company and/or any of its Subsidiaries and which Judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed pending appeal, or are not discharged within thirty (30) days after the expiration
of such stay; provided, however, any Judgment which is covered by 

  
 15 








 
insurance or an indemnity from a credit worthy party shall not be included in calculating the $250,000 amount set forth above so long as the Company provides evidence, reasonably satisfactory to
the Holder, that such Judgment is covered by insurance or an indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance of such Judgment;

 (xiii) the Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or
within any applicable grace period, any payment with respect to any Indebtedness in excess of $250,000 due to any third party (other than, with respect to unsecured Indebtedness only, payments contested by the Company and/or such Subsidiary (as the
case may be) in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach or violation of any agreement for monies owed or owing in an
amount in excess of $250,000, which breach or violation permits the other party thereto to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or event that would, with or without the
passage of time or the giving of notice, result in a default or event of default under any agreement binding the Company or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the business,
assets, operations (including results thereof), liabilities, properties, condition (including financial condition) or prospects of the Company or any of its Subsidiaries, individually or in the aggregate; 

(xiv) other than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches
any representation or warranty in any material respect (other than representations or warranties subject to material adverse effect or materiality limitations, which may not be breached in any respect) or any covenant or other term or condition of
any Transaction Document, except, in the case of a breach of a covenant or other term or condition that is curable, only if such breach remains uncured for a period of five (5) consecutive Trading Days; 

(xv) an intentionally false or inaccurate certification by the Company that either (A) the Equity Conditions are
satisfied, (B) the Optional Redemption Equity Conditions are satisfied (C) there has been no Equity Conditions Failure, (D) there has been no Optional Redemption Equity Conditions Failure or (E) as to whether any Event of Default
has occurred; 
 (xvi) any breach or failure in any respect by the Company or any Subsidiary to comply with any provision of
Section 15 of this Note or Section 2.18 of either of the Supplemental Indentures, except with respect to clauses (j) through (p) of Section 15 of this Note, to the extent such breach is capable of being cured, only if such
breach of failure remains uncured for a period of five (5) consecutive Trading Days; 

  
 16 








 (xvii) any provision of any Transaction Document (shall at any time for any
reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the parties thereto, or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be
commenced by the Company or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or the Company or any Subsidiary shall deny in writing that it has any
liability or obligation purported to be created under any Transaction Document to which it is a party; 
 (xviii) any
Material Adverse Change occurs; or 
 (xix) any Event of Default (as defined in the Other Notes) occurs with respect to any
Other Notes. 
 (b) Notice of an Event of Default; Redemption Right. Upon the occurrence of an Event of Default with
respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (with next day delivery specified) (an “Event of Default
Notice”) to the Holder and the Trustee (such notice being delivered in compliance with the Indenture). The obligation of the Company to deliver an Event of Default Notice is in addition to, and may not be substituted by, the Trustee’s
delivery of notice of the same Event of Default to the Holder in accordance with Section 601 of the Indenture. At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of
Default (such earlier date, the “Event of Default Right Commencement Date”) and ending (such ending date, the “Event of Default Right Expiration Date”, and each such period, an “Event of Default Redemption
Right Period”) on the fifteenth (15th) Trading Day after the later of (x) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default
Notice that includes (I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company, such Event of Default is capable of being cured and, if applicable, a reasonable
description of any existing plans of the Company to cure such Event of Default and (III) a certification as to the date the Event of Default occurred and, if cured on or prior to the date of such Event of Default Notice, the applicable Event of
Default Right Expiration Date, the Holder may require the Company to redeem (regardless of whether such Event of Default has been cured on or prior to the Event of Default Right Expiration Date) all or any portion of this Note by delivering written
notice thereof (the “Event of Default Redemption Notice”) to the Company and the Trustee, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note
subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company at a price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied by (B) the Redemption
Premium and (ii) the product of (A) the Conversion Rate with respect to the Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Notice multiplied by (B) the product of (x) the Redemption
Premium multiplied by (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Event of Default and ending on the date the Company makes the entire


  
 17 








 
payment required to be made under this Section 4(b) (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance
with the provisions of Section 13. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be
voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount
submitted for redemption under this Section 4(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to the terms of this Note. [INSERT IN SERIES B NOTE ONLY: In the event of
a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted from the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the Event of Default Redemption Notice.] In the event of
the Company’s redemption of any portion of this Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the
uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the
Holder’s actual loss of its investment opportunity and not as a penalty. Any redemption upon an Event of Default shall not constitute an election of remedies by the Holder, and all other rights and remedies of the Holder shall be preserved.

 (c) Mandatory Redemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and
notwithstanding any conversion that is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following the Maturity Date, the Company shall immediately pay to the Holder an amount in cash representing the
product of (i) all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges on such Principal and Interest, multiplied by (ii) the Redemption Premium, in addition to any and all other amounts due hereunder,
without the requirement for any notice or demand or other action by the Holder or any other person or entity, provided that the Holder may, in its sole discretion, waive such right to receive payment upon a Bankruptcy Event of Default, in whole or
in part, and any such waiver shall not affect any other rights of the Holder hereunder, including any other rights in respect of such Bankruptcy Event of Default, any right to conversion, and any right to payment of the Event of Default Redemption
Price or any other Redemption Price, as applicable. The Company shall promptly provide written notice to the Trustee of any redemption that has occurred pursuant to this Section 4(c). 

5. RIGHTS UPON FUNDAMENTAL TRANSACTION. 

(a) Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor
Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 5(a) pursuant to written agreements in


  
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form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to each holder of Notes in exchange for such Notes
a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notes, including, without limitation, having a principal amount and interest rate equal to the principal amounts then outstanding
and the interest rates of the Notes held by such holder, having similar conversion rights as the Notes and having similar ranking to the Notes, and satisfactory to the Holder and (ii) the Successor Entity (including its Parent Entity) is a
publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the
date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall
assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor
Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the shares of Common Stock (or other securities,
cash, assets or other property (except such items still issuable under Sections 6 and 17, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Notes prior to such Fundamental Transaction, such shares of
the publicly traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted
immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole
option, by delivery of written notice to the Company to waive this Section 5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 5 shall apply similarly and equally to successive
Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note. 
 (b)
Notice of a Change of Control; Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days prior to the consummation of a Change of Control (the “Change of Control Date”), but not
prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder and the Trustee (a “Change of Control Notice”). At any
time during the period beginning after the Holder’s receipt of a Change of Control Notice or the Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to the Holder in accordance with the immediately
preceding sentence (as applicable) and ending on the later of twenty (20) Trading Days after (A) consummation of such Change of Control or (B) the date of receipt of such Change of Control Notice, the Holder may require the Company to
redeem all or any portion of this Note by delivering written notice thereof 

  
 19 








 
(“Change of Control Redemption Notice”) to the Company and the Trustee, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to
redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company in cash at a price equal to the greatest of (i) the product of (A) the Change of Control Redemption Premium multiplied
by (B) the Conversion Amount being redeemed, (ii) the product of (A) the Change of Control Redemption Premium multiplied by (B) the product of (x) the Conversion Amount being redeemed multiplied by (y) the quotient
determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control and
(2) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice by (II) the Conversion Price then in effect and (iii) the product of (A) the Change of Control
Redemption Premium multiplied by (B) the product of (x) the Conversion Amount being redeemed multiplied by (y) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per
share of Common Stock to be paid to the holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale
Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed Change of
Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (II) the Conversion Price then in effect (the “Change of Control Redemption
Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 13 and shall have priority to payments to stockholders in connection with such Change of Control. To the extent redemptions
required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in
this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with
any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. [INSERT IN SERIES B NOTE ONLY: In the event of a partial redemption of this Note pursuant hereto, the Principal amount
redeemed shall be deducted from the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the Change of Control Redemption Notice.] In the event of the Company’s redemption of any portion of this Note under this
Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity
for the Holder. Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.


  
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 6. RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS. 

(a) Purchase Rights. In addition to any adjustments pursuant to Section 7 below, if at any time the Company grants,
issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”),
then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete
conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note) immediately prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to
participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be
entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time or times,
if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such
initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation). 

(b) Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the
consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the
Company shall make appropriate provision to ensure that the Holder will thereafter have the right to receive upon a conversion of this Note, at the Holder’s option (i) in addition to the shares of Common Stock receivable upon such
conversion, such securities or other assets to which the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such Corporate Event (without
taking into account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares
of Common Stock in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights for the form of such consideration (as opposed
to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Holder. The provisions of this
Section 6 shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of this Note. 

  
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 7. RIGHTS UPON ISSUANCE OF OTHER SECURITIES. 

(a) Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Subscription Date the
Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but
excluding any Excluded Securities issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such
issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance,
the Conversion Price then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 7(a)), the
following shall be applicable: 
 (i) Issuance of Options. If the Company in any manner grants or sells any Options
and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or
otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such
price per share. For purposes of this Section 7(a)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities
issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” (other than cash paid in lieu of issuing fractional shares of Common Stock or fractional Convertible Securities) shall be equal to (1) the lower of
(x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise
or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the
exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof, minus (2) the sum of all amounts paid or payable to the
holder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to
the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of


  
 22 








 
the Conversion Price shall be made upon the actual issuance of such share of Common Stock or of such Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms
thereof or upon the actual issuance of such share of Common Stock upon conversion, exercise or exchange of such Convertible Securities. 

(ii) Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the
lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall
be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 7(a)(ii), the “lowest price per share
for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if
any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms
thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum
of all amounts paid or payable to the holder of such Convertible Security (or any other Person) (other than cash paid in lieu of issuing fractional shares of Common Stock or fractional Convertible Securities) upon the issuance or sale of such
Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Conversion
Price shall be made upon the actual issuance of such share of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issue or sale of such Convertible Securities
is made upon exercise of any Options for which adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section 7(a), except as contemplated below, no further adjustment of the Conversion Price shall be
made by reason of such issue or sale. 
 (iii) Change in Option Price or Rate of Conversion. If the purchase or
exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or
exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 7(b)), the Conversion
Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would have been in effect at such time had such Options or 

  
 23 








 
Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate (as the case may be) at the time initially
granted, issued or sold. For purposes of this Section 7(a)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date are increased or decreased in the manner described in the immediately preceding
sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant
to this Section 7(a) shall be made if such adjustment would result in an increase of the Conversion Price then in effect. 

(iv) Calculation of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued
in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Convertible Security and/or Adjustment Right, the
“Secondary Securities”), together comprising one integrated transaction (or one or more transactions if such issuances or sales or deemed issuances or sales of securities of the Company either (A) have at least one investor or
purchaser in common, (B) are consummated in reasonable proximity to each other and/or (C) are consummated under the same plan of financing), the consideration per share of Common Stock with respect to such Primary Security shall be deemed
to be equal to the difference of (x) the lowest price per share for which one share of Common Stock was issued in such integrated transaction (or was deemed to be issued pursuant to Section 7(a)(i) or 7(a)(ii) above, as applicable) solely
with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum of (A) the Black Scholes Consideration Value of each such Option, if any, (B) the fair market value (as determined by the Holder in
good faith) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and (C) the fair market value (as determined by the Holder) of such Convertible Security, if any, in each case, as determined on a per share
basis in accordance with this Section 7(a)(iv). If any shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of
determining the consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration received by the
Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security,
but not for the purpose of the calculation of the Black Scholes Consideration Value), the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded
securities, in which case the amount of consideration received by the Company for such securities will be the average VWAP of such security for the five (5) Trading Day period immediately preceding the date of receipt. If any shares of Common
Stock, Options or Convertible 

  
 24 








 
Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity (for the purpose of determining the consideration paid
for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value), the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets
and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined
jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will
be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the
Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. 

(v) Record Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling
them (A) to receive a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then such record
date will be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of
subscription or purchase (as the case may be). 
 (b) Adjustment of Conversion Price upon Subdivision or Combination of
Common Stock. Without limiting any provision of Section 5 or Section 7(a), if the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, stock combination, recapitalization or other
similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision
of Section 5 or Section 7(a), if the Company at any time on or after the Subscription Date combines (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7(b) shall become effective
immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7(b) occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such
Conversion Price shall be adjusted appropriately to reflect such event. 
 (c) Holder’s Right of Adjusted Conversion
Price. In addition to and not in limitation of the other provisions of this Section 7 or Section 4(q) of the Securities Purchase Agreement, if the Company in any manner issues or sells or enters into any


  
 25 








 
agreement to issue or sell, any Common Stock, Options or Convertible Securities (any such securities, “Variable Price Securities”), that are issuable pursuant to such agreement
or convertible into or exchangeable or exercisable for shares of Common Stock pursuant to such Options or Convertible Securities, as applicable, at a price which varies or may vary with the market price of the shares of Common Stock, including by
way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such
variable price being herein referred to as, the “Variable Price”), the Company shall provide written notice thereof via facsimile or electronic mail and overnight courier to the Holder on the date of such agreement and/or the
issuance of such shares of Common Stock, Convertible Securities or Options, as applicable. From and after the date the Company enters into such agreement or issues any such Variable Price Securities, the Holder shall have the right, but not the
obligation, in its sole discretion to substitute the Variable Price for the Conversion Price upon conversion of this Note by designating in the Conversion Notice delivered upon any conversion of this Note that solely for purposes of such conversion
the Holder is relying on the Variable Price rather than the Conversion Price then in effect. The Holder’s election to rely on a Variable Price for a particular conversion of this Note shall not obligate the Holder to rely on a Variable Price
for any future conversion of this Note. 
 (d) Stock Combination Event Adjustments. If at any time and from time to
time on or after the Subscription Date there occurs any stock split, stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock Combination Event”, and such date
thereof, the “Stock Combination Event Date”) and the Event Market Price is less than the Conversion Price then in effect (after giving effect to the adjustment in Section 7(b) above), then on the twentieth (20th) Trading
Day immediately following such Stock Combination Event Date, the Conversion Price then in effect on such twentieth (20th) Trading Day (after giving effect to the adjustment in Section 7(b) above) shall be reduced (but in no event
increased) to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Conversion Price hereunder, no adjustment shall be made. 

(e) Other Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof
are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions of this Section 7 but not expressly provided for by such provisions
(excluding, for avoidance of doubt, the granting of any cash settled equity-linked awards under an employee benefit plan, such as (without limitation), stock appreciation rights, phantom stock rights or other rights with equity-linked features that
do not provide for the issuance of Common Stock, Convertible Securities or Options), then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the Conversion Price so as to protect the rights
of the Holder, provided that no such adjustment pursuant to this Section 7(e) will increase the 

  
 26 








 
Conversion Price as otherwise determined pursuant to this Section 7, provided further that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder
against such dilution, then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be
final and binding absent manifest error and whose fees and expenses shall be borne by the Company. 
 (f)
Calculations. All calculations under this Section 7 shall be made by rounding to the nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock. 

(g) Voluntary Adjustment by Company. The Company may at any time during the term of this Note, with the prior written
consent of the Required Holders, reduce the then current Conversion Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company. 

(h) [INSERT IN SERIES A NOTE: Adjustments. If immediately following the close of business on [March
    , 2016] (the “Adjustment Date”), the Conversion Price then in effect exceeds the price equal to the quotient of (x) the sum of the VWAP of the Common Stock for each of the five (5) consecutive
Trading Days immediately preceding the Adjustment Date, divided by (y) five (5) (the “Adjusted Conversion Price”, and such period, the “Adjustment Measuring Period”), the Conversion Price hereunder shall
be reset to the Adjusted Conversion Price as of such Adjustment Date (each, a “Conversion Price Adjustment”). Notwithstanding the foregoing, to the extent the Holder delivers one or more Conversion Notices to the Company during the
Adjustment Measuring Period with respect to a Conversion Price Adjustment, in addition to the shares of Common Stock issued or issuable to the Holder with respect to each such Conversion Notice, on the later of (A) the applicable Share Delivery
Date with respect to such Conversion Notice and (B) the applicable Adjustment Date, the Holder shall receive an additional number of shares of Common Stock equal to the difference of (x) the quotient of (I) the Conversion Amount with
respect to such Conversion Notice, divided by (II) the Adjusted Conversion Price, less (y) the number of shares of Common Stock issued or otherwise issuable to the Holder with respect to such Conversion Notice. Except as otherwise provided in
this Section 7(h), the Adjusted Conversion Price, if any, shall not apply to any Conversion Amount converted into Common Stock prior to such Adjustment Date.][INSERT IN SERIES B NOTES: [Reserved]. 

8. [INSERT IN SERIES A NOTE: [Reserved][INSERT IN SERIES B NOTE: INSTALLMENT CONVERSION. 

(a) General. On each applicable Installment Date, provided there has been no Equity Conditions Failure, the Company
shall pay to the Holder of this Note the applicable Installment Amount due on such date by converting such Installment Amount 

  
 27 








 
in accordance with this Section 8 (an “Installment Conversion”). Promptly following the close of the Principal Market (or other principal trading market in which the Common
Stock is then trading) on the Trading Day prior to each Installment Date, the Company shall deliver written notice (each, an “Installment Notice”, and such date, the “Installment Notice Date”), to each holder of
Series B Notes and such Installment Notice shall (i) specify the applicable Installment Amount of such holder’s Note to be converted pursuant to an Installment Conversion (each, an “Installment Conversion Amount”),
(ii) specify the applicable Installment Conversion Price, (iii) specify the number of shares of Common Stock to be issued to the Holder in such Installment Conversion (the “Installment Shares”) and (iv) certify that
either (A) there is not then an Equity Conditions Failure as of the applicable Installment Notice Date or (B) if there is an Equity Conditions Failure as of the applicable Installment Notice Date, unless the Holder waives such Equity
Conditions Failure, no Installment Conversion shall occur on such Installment Date and the applicable Installment Conversion Amount shall be deferred to the last Installment Date (or such other Installment Date as the Holder may elect in writing to
the Company). Each Installment Notice shall be irrevocable. If the Company does not timely deliver an Installment Notice in accordance with this Section 8 with respect to a particular Installment Date, then the Company shall be deemed to have
delivered an Installment Notice on the applicable Installment Notice Date with a certification that there is not then an Equity Conditions Failure in connection with such Installment Conversion. 

(b) Mechanics of Delivery of Installment Shares. Subject to Section 3(d), no later than three (3) Trading Days
(or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Installment Date) (the “Installment Share Delivery Deadline”) after the
applicable Installment Date, the Company shall deliver to the Holder’s account with DTC such Installment Shares issued upon such Installment Conversion in accordance with the conversion procedures set forth in Section 3 hereunder,
mutatis mutandis (with “Installment Conversion Price” replacing “Conversion Price” and “Installment Notice replacing “Conversion Notice” for all purposes hereunder with respect to such Installment
Conversion). Subject to Section 3(d), the Person or Persons entitled to receive the shares of Common Stock issuable in an Installment Conversion shall be treated for all purposes as the record holder or holders of such Installment Shares on the
applicable Installment Date. The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery of any Installment Shares in any Installment Conversion hereunder. Notwithstanding anything to the contrary in this
Section 8(b), but subject to Section 3(d), until the Company delivers Common Stock representing the Installment Conversion Amount to the Holder, the Installment Conversion Amount may be converted by the Holder into Installment Shares
pursuant to Section 3. In the event that the Holder elects to convert the Installment Conversion Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Installment Conversion Amount so converted
shall be deducted from the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the applicable Conversion Notice. 

  
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 (c) Deferred Installment Amount. Notwithstanding any provision of this
Section 8(c) to the contrary, the Holder may, at its option and in its sole discretion, deliver a written notice to the Company no later than the Trading Day immediately prior to the applicable Installment Date electing to have the payment of
all or any portion of an Installment Amount payable on such Installment Date deferred (such amount deferred, the “Deferral Amount”, and such deferral, each a “Deferral”) until any subsequent Installment Date
selected by the Holder, in its sole discretion, in which case, the Deferral Amount shall be added to, and become part of, such subsequent Installment Amount and such Deferral Amount shall continue to accrue Interest hereunder. Any notice delivered
by the Holder pursuant to this Section 8(c) shall set forth (i) the Deferral Amount and (ii) the date that such Deferral Amount shall now be payable. 

(d) Acceleration of Installment Amounts. Notwithstanding anything herein to the contrary, during the period commencing
on an Installment Date (a “Current Installment Date”) and ending on the Trading Day immediately prior to the next Installment Date (each, an “Installment Period”), at the option of the Holder, at one or more times,
the Holder may convert other Installment Amounts (each, an “Acceleration”), in whole or in part, at the Installment Conversion Price of such Current Installment Date in accordance with the conversion procedures set forth in
Section 3 hereunder, mutatis mutandis (with the applicable “Installment Conversion Price” replacing “Conversion Price” for all purposes hereunder with respect to such Acceleration). Notwithstanding the foregoing, with
respect to any given Installment Period, the Holder may not elect to effect any Acceleration during such Installment Period if the sum of (x) the Installment Conversion with respect to such Installment Date and (y) the sum of all
Accelerations of the Holder during such Installment Period exceeds the applicable Maximum Acceleration Amount. 
 (e)
Blocker Notice; Designated Specified Amounts. Notwithstanding the foregoing, at any time the Holder delivers (via facsimile or otherwise) to the Company a written notice (a “Blocker Notice”) (A) stating that such
Installment Conversion would result in a violation of Section 3(d)(i) and (B) specifying the portion of the applicable Installment Amount with respect to which such Installment Conversion would result in a violation of Section 3(d)(i)
if such Installment Conversion were effected (such amount so specified is referred to herein as the “Designated Specified Amount”), the Installment Amount of the Holder for such Current Installment Date shall be automatically
reduced by such Designated Specified Amount and the Installment Amount of the Holder for the last Installment Date (or such other Installment Date as specified in writing by the Holder) (the “Designated Specified Deferral Installment
Date”) shall be automatically increased by such Designated Specified Amount. At the Holder’s option, at any time prior to the next Installment Date, (A) the Holder may reduce the Designated Specified Amount of shares of Common
Stock covered by such Blocker Notice, in whole or in part, by delivery of one or more written notices to the Company (each, a “Withdrawal Notice”, and each date, “Withdrawal Notice Date”) and elect to convert the
Designated Specified Amount (or such lesser amount as set forth in such Withdrawal Notice) at the Installment Conversion Price with respect to the applicable Installment 

  
 29 








 
Date in accordance with this Section 8 (each, a “Withdrawn Designated Specified Amount”), (B) the Company shall convert each Withdrawn Designated Specified Amount in
accordance with the conversion procedures set forth in Section 3 hereunder, mutatis mutandis (with “Installment Conversion Price” replacing “Conversion Price” and “Withdrawal Notice replacing “Conversion
Notice” for all purposes hereunder with respect to such conversion), and (C) the applicable Designated Specified Deferral Installment Date shall be decreased by the applicable Withdrawn Designated Specified Amount. 

9. [INSERT IN SERIES A NOTE: [Reserved][INSERT IN SERIES B NOTE: HOLDER’S RIGHT OF OPTIONAL REDEMPTION. At any time the Company
sells any Restricted Assets, the Holder shall have the right, in its sole discretion, to require that the Company redeem (a “Holder Optional Redemption”) up an aggregate Conversion Amount of this Note equal to 83 1/3% of the
Available Holder Optional Redemption Amount by delivering written notice thereof (an “Holder Optional Redemption Notice” and the date the Holder delivers such notice, the “Holder Optional Redemption Notice Date”)
which notice shall state (i) the portion of the Conversion Amount that is being redeemed (the “Holder Optional Redemption Amount”) and (ii) the date on which the Holder Optional Redemption shall occur which date shall be
not less than five (5) Business Days from the Holder Optional Redemption Notice Date (the “Holder Optional Redemption Date”). The portion of this Note subject to redemption pursuant to this Section 9 shall be redeemed by
the Company in cash at a price equal to 120% of the Holder Optional Redemption Amount (the “Holder Optional Redemption Price”). Each Holder Optional Redemption made pursuant to this Section 9 shall be made in accordance with
Section 13.] 
 10. NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its
Certificate of Incorporation (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issue or sale of securities, or any other voluntary action, knowingly avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take
all action as may be required to protect the rights of the Holder of this Note. Without limiting the generality of the foregoing or any other provision of this Note or the other Transaction Documents, the Company (a) shall not increase the par
value of any shares of Common Stock receivable upon conversion of this Note above the Conversion Price then in effect, (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the conversion of this Note, and (c) shall, so long as any of the Series [A][B] Notes are outstanding, take all action necessary to reserve and keep available out of its authorized and
unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Series [A][B] Notes, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Series [A][B] Notes
then outstanding (without regard to any limitations on conversion). Notwithstanding anything herein to the contrary, if after the six (6) month anniversary of the Issuance Date, the Holder is not permitted to convert this Note in full for any
reason (other than pursuant to restrictions set forth 

  
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in Section 3(d)(i) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect
such conversion into shares of Common Stock. 
 11. RESERVATION OF AUTHORIZED SHARES. 

(a) Reservation. The Company shall initially reserve out of its authorized and unissued shares of Common Stock a number
of shares of Common Stock for the Notes equal to 125% of the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes as of the Issuance Date (without regard to any limitations on
conversions and assuming the Notes remain outstanding until the Maturity Date). From and after the Required Reservation Increase Date (as defined in the Securities Purchase Agreement), the Company shall take all action necessary to reserve and keep
available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, at least equal to 150% of the maximum number of shares of Common Stock as shall from time to time be necessary to effect the
conversion of all of the Notes then outstanding (without regard to any limitations on conversions and assuming the Notes remain outstanding until the Maturity Date) (the “Required Reserve Amount”); provided that at no time shall the
number of shares of Common Stock reserved pursuant to this Section 11(a) be reduced other than proportionally in connection with any conversion or redemption of the Notes or such other event covered by Section 7(b) above. The Required
Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Notes based on the original principal amount of the Notes held by each holder on the Closing Date
(without regard to any limitations on conversion) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such
holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the
remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders. 
 (b)
Insufficient Authorized Shares. If, notwithstanding Section 11(a), and not in limitation thereof, at any time while any of the Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of
Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall
promptly take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Notes then outstanding. Without limiting the generality
of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a
meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the 

  
 31 








 
Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and
to cause its board of directors to recommend to the stockholders that they approve such proposal. In the event that the Company is prohibited from issuing shares of Common Stock upon any conversion due to the failure by the Company to have
sufficient shares of Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorized Failure Shares”), in lieu of delivering such Authorized
Failure Shares to the Holder, the Company shall pay cash in exchange for the redemption of such portion of the Conversion Amount convertible into such Authorized Failure Shares at a price equal to the sum of (i) the product of (x) such
number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Authorized
Failure Shares to the Company and ending on the date of such issuance and payment under this Section 11(a); and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of Authorized Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith (collectively, the “Authorization Failure Cancellation
Amount”; provided, that no Authorization Failure Cancellation Amount shall be due and payable to the Holder to the extent that (x) on or prior to the applicable Share Delivery Deadline, the Authorized Share Allocation of the Holder is
increased (whether by assignment by a holder of Notes and/or Warrants of all, or any portion, of such holders’ Authorized Share Allocation or otherwise) (an “Authorized Share Allocation Increase”) and (y) after giving
effect to such Authorization Share Allocation Increase, the Company delivers the applicable Authorization Failure Shares to the Holder (or its designee) on or prior to the applicable Share Delivery Deadline. Nothing contained in this Section 11
shall limit any obligations of the Company under any provision of the Securities Purchase Agreement. 
 12. [INSERT IN SERIES A NOTES:
REDEMPTIONS AT THE COMPANY’S ELECTION. 
 (a) Company Optional Redemption. At any time no Optional
Redemption Equity Conditions Failure exists, the Company shall have the right to redeem all, but not less than all, of the Conversion Amount then remaining under this Note (the “Company Optional Redemption Amount”) on the Company
Optional Redemption Date (each as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption pursuant to this Section 12(a) shall be redeemed by the Company in cash at a price (the
“Company Optional Redemption Price”) equal to the Conversion Amount being redeemed as of the Company Optional Redemption Date plus any applicable Make-Whole Amount. The Company may exercise its right to require redemption under this
Section 12(a) by delivering a written notice thereof by facsimile or overnight courier to all, but not less than all, of the holders of Series A Notes and the Trustee (the “Company Optional Redemption Notice” and the date all
of the holders of Series A Notes and the Trustee received such notice is referred 

  
 32 








 
to as the “Company Optional Redemption Notice Date”). Unless a Company Optional Redemption Notice is cancelled as provided in clause (i)(B) below, the Company may deliver only
one Company Optional Redemption Notice hereunder and such Company Optional Redemption Notice shall be irrevocable. The Company Optional Redemption Notice shall (x) state the date on which the Company Optional Redemption shall occur (the
“Company Optional Redemption Date”) which date shall not be less than twenty (20) calendar days nor more than thirty (30) calendar days following the Company Optional Redemption Notice Date, (y) certify that there has
been no Optional Redemption Equity Conditions Failure and (z) state the aggregate Conversion Amount of the Series A Notes which are being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Series A
Notes pursuant to this Section 12(a) (and analogous provisions under the Other Series A Notes) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary, (i) if no Optional Redemption Equity Conditions
Failure has occurred as of the Company Optional Redemption Notice Date but an Optional Redemption Equity Conditions Failure occurs at any time prior to the Company Optional Redemption Date, (A) the Company shall provide the Holder a subsequent
notice to that effect and (B) unless the Holder waives the Optional Redemption Equity Conditions Failure, the Company Optional Redemption shall be cancelled and the applicable Company Optional Redemption Notice shall be null and void and
(ii) at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holders into Common Shares pursuant to Section 3. All
Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant
to this Section 12(a) shall be made in accordance with Section 13. 
 (b) Pro Rata Redemption Requirement.
If the Company elects to cause a Company Optional Redemption of this Note pursuant to Section 12(a), then it must simultaneously take the same action with respect to all of the Other Series A Notes, pro rata.][INSERT IN SERIES B NOTES:
[Reserved] 
 13. REDEMPTIONS. 

(a) Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within
five (5) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice. [INSERT IN SERIES A NOTES: The Company shall deliver the applicable Company Optional Redemption Price on the Company Optional
Redemption Date. ] [INSERT IN SERIES B NOTE ONLY: The Company shall deliver the applicable Holder Optional Redemption Price to the Holder in cash on the applicable Holder Optional Redemption Date.] If the Holder has submitted a Change of Control
Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such notice is received prior
to the consummation of such Change of Control and within five (5) Business Days after the Company’s receipt of such notice otherwise. 

  
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Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction
Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in
full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Company shall promptly
cause to be issued and delivered to the Holder a new Note (in accordance with Section 20(d)) representing the outstanding Principal which has not been redeemed. In the event that the Company does not pay the applicable Redemption Price to the
Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or
any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice,
(x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Company shall immediately return this Note, or issue a new duly authenticated Note (in accordance with Section 20(d)), to the
Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted
pursuant to this Section 13, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically
adjusted with respect to each conversion effected thereafter by the Holder to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided, (B) [70]% of the lowest Closing Bid Price of
the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided and (C) [70]%
of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the Trading Day immediately preceding the applicable Conversion Date divided by
(II) five (5) (it being understood and agreed that all such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period). The Holder’s delivery of a
notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the
Conversion Amount subject to such notice. 
 (b) Redemption by Other Holders. Upon the Company’s receipt of
notice from any of the holders of the Other Notes for redemption or repayment as a result of an event or occurrence substantially similar to the events or occurrences described in Section 4(b) or Section 5(b) (each, an “Other
Redemption Notice”), the Company shall immediately, but no later than one (1) Business Day of its receipt thereof, forward to the 

  
 34 








 
Holder by facsimile or electronic mail a copy of such notice (whether or not the Company agrees that such event or occurrence has occurred and/or is continuing). If the Company receives a
Redemption Notice and one or more Other Redemption Notices, during the seven (7) Business Day period beginning on and including the date which is three (3) Business Days prior to the Company’s receipt of the Holder’s applicable
Redemption Notice and ending on and including the date which is three (3) Business Days after the Company’s receipt of the Holder’s applicable Redemption Notice and the Company is unable to redeem all principal, interest and other
amounts designated in such Redemption Notice and such Other Redemption Notices received during such seven (7) Business Day period, then the Company shall redeem a pro rata amount from each holder of the Notes (including the Holder) based on the
principal amount of the Notes submitted for redemption pursuant to such Redemption Notice and such Other Redemption Notices received by the Company during such seven (7) Business Day period. 

(c) The Company shall promptly provide written notice to the Trustee of any Redemption Notice delivered hereunder. 

14. VOTING RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including, without
limitation, the Delaware General Corporation Law) and as expressly provided in this Note. 
 15. COVENANTS. Until all of the Notes
have been converted, redeemed or otherwise satisfied in accordance with their terms: 
 (a) Rank. All payments due
under this Note (a) shall rank pari passu with all Other Notes and (b) shall be senior to all other Indebtedness of the Company and its Subsidiaries (other than Permitted Senior Indebtedness in accordance with Section [2.20] of the
Series [A][B] Supplemental Indenture). 
 (b) Incurrence of Indebtedness. The Company shall not, and the Company shall
cause each of its Subsidiaries to not, directly or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this Note and the Other Notes (including, for the avoidance of doubt,
any amounts added to the principal amounts of the Notes in accordance with the terms of the Notes in effect as of the initial Issuance Date) and (ii) other Permitted Indebtedness). 

(c) Existence of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or
indirectly, allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively,
“Liens”) other than Permitted Liens. 
 (d) Restricted Payments. The Company shall not, and the
Company shall cause each of its Subsidiaries to not, directly or indirectly, redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way of open market
purchases, tender offers, private 

  
 35 








 
transactions or otherwise), all or any portion of any Indebtedness (other than the Permitted Senior Indebtedness and the Notes) whether by way of payment in respect of principal of (or premium,
if any) or interest on, such Indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment, (i) an event constituting an Event of Default has occurred and is continuing or (ii) an event that
with the passage of time and without being cured would constitute an Event of Default has occurred and is continuing. 
 (e)
Restriction on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its
capital stock (other than dividends paid by wholly-owned Subsidiaries to the Company or to another wholly-owned Subsidiary). 

(f) Restriction on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to
not, directly or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights of the Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a
series of related transactions, other than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries in the ordinary course of business consistent with
past practice and (ii) sales of inventory and product in the ordinary course of business. Notwithstanding the foregoing, the Company may transfer (A) the Krillion Assets and (B) the intellectual property assets described on Schedule
II hereto (consisting of all “non-core” intellectual property of the Company and its Subsidiaries) (the “Other IP Assets”) to one or more bona fide third party purchasers each in an arms-length transaction at a fair market
price (as determined in accordance with Schedule III attached hereto). 
 (g) Sale of Assets; Investment Banker. The
Company shall sell (x) the Krillion Assets by no later than June 30, 2015 and (y) the Other IP Assets by no later than December 31, 2015. Commencing no later than March 30, 2015 and so long as this Note remains outstanding, the
Company shall engage an investment bank, reasonably satisfactory to the holders of Series B Notes, to explore strategic alternatives with the Company (including, without limitation, financing alternatives and/or a potential sale of the Company or
any of its Subsidiaries, a line of business and/or other assets of the Company or any of its Subsidiaries. 
 (h) Reverse
Stock Split. If the Company receives any written notice by the Principal Market that the Company has failed to satisfy the minimum trading price requirements of the Principal Market and, as of the compliance deadline required by the Principal
Market in such written notice (each, a “Principal Market Deadline”), the 

  
 36 








 
Company still fails to satisfy such minimum trading price requirement, the Company shall, no later than such Principal Market Deadline, consummate a reverse stock split such that, after giving
effect to such reverse stock split, the Company shall then be in compliance with the minimum trading price requirements of the Principal Market. 

(i) Maturity of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not,
directly or indirectly, permit any Indebtedness of the Company or any of its Subsidiaries, other than Permitted Senior Indebtedness, to mature or accelerate prior to the Maturity Date. 

(j) Change in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to
not, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated to be conducted by the Company and each of its Subsidiaries on the Subscription Date or
any business substantially related or incidental thereto. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, modify its or their corporate structure or purpose. 

(k) Preservation of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to
maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or
leased by it or in which the transaction of its business makes such qualification necessary. 
 (l) Maintenance of
Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties which are necessary or useful in the proper conduct of its business in good working order and condition,
ordinary wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture
thereof or thereunder. 
 (m) Maintenance of Intellectual Property. The Company will, and will cause each of its
Subsidiaries to, take all action necessary or advisable to maintain all of the Intellectual Property Rights (as defined in the Securities Purchase Agreement) of the Company and/or any of its Subsidiaries that are necessary or material to the conduct
of its business in full force and effect. 
 (n) Maintenance of Insurance. The Company shall maintain, and cause each
of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its
properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally in accordance
with sound business practice by companies in similar businesses similarly situated. 

  
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 (o) Transactions with Affiliates. The Company shall not, nor shall it
permit any of its Subsidiaries to, enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the
rendering of services of any kind) with any affiliate, except necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable
arm’s length transaction with a Person that is not an affiliate thereof. 
 (p) Restricted Issuances. The Company
shall not, directly or indirectly, without the prior written consent of the holders of a majority in aggregate principal amount of the Notes then outstanding, (i) issue any Notes (other than as contemplated by the Securities Purchase Agreement,
the Indentures, the Supplemental Indentures and the Notes) or (ii) issue any other securities that would cause a breach or default under the Notes or the Warrants. 

(q) Limits on 2015 Expenditures. During the 2015 fiscal year, the Company shall not incur General and Administrative
Expenses and Research and Development Expenses, in the aggregate, in excess of the greater of (i) $21.9 million and (ii) 26% of Revenue. 

(r) Independent Investigation. At the request of the Holder either (x) at any time when an Event of Default has
occurred and is continuing, (y) upon the occurrence of an event that with the passage of time or giving of notice would constitute an Event of Default or (z) at any time the Holder reasonably believes an Event of Default may have occurred
or be continuing, the Company shall hire an independent, reputable investment bank selected by the Company and approved by the Holder to investigate as to whether any breach of this Note has occurred (the “Independent
Investigator”). If the Independent Investigator determines that such breach of this Note has occurred, the Independent Investigator shall notify the Company of such breach and the Company shall deliver written notice to each holder of a
Series [A][B] Note of such breach. In connection with such investigation, the Independent Investigator may, during normal business hours, inspect all contracts, books, records, personnel, offices and other facilities and properties of the Company
and its Subsidiaries and, to the extent available to the Company after the Company uses reasonable efforts to obtain them, the records of its legal advisors and accountants (including the accountants’ work papers) and any books of account,
records, reports and other papers not contractually required of the Company to be confidential or secret, or subject to attorney-client or other evidentiary privilege, and the Independent Investigator may make such copies and inspections thereof as
the Independent Investigator may reasonably request. The Company shall furnish the Independent Investigator with such financial and operating data and other information with respect to the business and properties of the Company as the Independent
Investigator may reasonably request. The Company shall permit the Independent Investigator to discuss the affairs, finances and accounts of the Company with, and to 

  
 38 








 
make proposals and furnish advice with respect thereto to, the Company’s officers, directors, key employees and independent public accountants or any of them (and by this provision the
Company authorizes said accountants to discuss with such Independent Investigator the finances and affairs of the Company and any Subsidiaries), all at such reasonable times, upon reasonable notice, and as often as may be reasonably requested. 

16. SUBORDINATION. This Note and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth
in the Series [A][B] Supplemental Indenture. The terms and conditions of Section 2.20 of the Series [A][B] Supplemental Indenture are incorporated herein, mutatis mutandis. 

17. DISTRIBUTION OF ASSETS. Except to the extent subject to adjustments pursuant to Section 7 above, if the Company shall declare
or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or
other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such
Distributions as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note) immediately prior to the
date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the
Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (and
shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to such extent) and the portion of such Distribution shall be held in abeyance for the Holder until such time or
times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times, if any, the Holder shall be granted such rights (and any rights under this Section 17 on such
initial rights or on any subsequent such rights to be held similarly in abeyance) to the same extent as if there had been no such limitation). 

18. AMENDING THE TERMS OF THIS NOTE. The prior written consent of the Holder and the Trustee (if such amendment adversely affects the
rights, privileges and immunities of the Trustee) shall be required for any change, waiver or amendment to this Note. 
 19.
TRANSFER. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by the Holder without restriction and without the consent of the Company [INSERT IN SERIES A NOTE ONLY:,
subject only to the provisions of Section 2(g) of the Securities Purchase Agreement] 
 20. REISSUANCE OF THIS NOTE. 

(a) Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company along with a duly
executed copy of the transfer instrument attached 

  
 39 








 
hereto as Exhibit III, whereupon the Company will forthwith issue and, following due authentication of such new Note, deliver upon the order of the Holder a new Note (in accordance with
Section 20(d)), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new, duly authenticated Note (in accordance
with Section 20(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(ii) following
conversion or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on the face of this Note. The Trustee shall have no responsibility for the amount of Principal set forth
on the Note. In accordance with Section 3(c)(iii) hereof, the Register shall be conclusive and binding on all Holders. 

(b) Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company and the Trustee in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and, following due authentication of such new Note,
deliver to the Holder a new Note (in accordance with Section 20(d)) representing the outstanding Principal. 
 (c)
Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new, duly authenticated Note or Notes (in accordance with Section 20(d) and
in principal amounts of at least $1,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such
surrender. 
 (d) Issuance of New Notes. Whenever the Company is required to issue a new duly authenticated Note
pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued
pursuant to Section 20(a) or Section 20(c) as set forth in the Register, the Principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed
the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note,
(iv) shall have the same rights and conditions as this Note, (v) shall represent accrued and unpaid Interest and Late Charges on the Principal and Interest of this Note, from the Issuance Date and (vi) shall be duly authenticated by
the Trustee in accordance with the Indenture. 
 21. REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.
The remedies provided in this Note shall be cumulative and in 

  
 40 








 
addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive
relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential 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. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the
Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). 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 such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder and
the Trustee that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note (including, without limitation, compliance with Section 7). 

22. 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 the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs 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 or in connection
with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements. The Company expressly acknowledges and agrees that no amounts due under this Note shall be affected, or
limited, by the fact that the purchase price paid for this Note was less than the original Principal amount hereof. 
 23. CONSTRUCTION;
HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and shall not be construed against any such Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not
form part of, or affect the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms
“including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”
and words of like import refer to this entire Agreement instead of just the provision in which they are found. Unless expressly indicated otherwise, all section references are to sections of this Note. Terms used in this Note and not otherwise
defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Holder and the Company. 

  
 41 








 24. 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. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. Notwithstanding the foregoing, nothing contained in this Section 24 shall permit any waiver of any provision of
Section 3(d). 
 25. DISPUTE RESOLUTION. 

(a) Submission to Dispute Resolution. 

(i) In the case of a dispute relating to a Bid Price, a Closing Bid Price, a Closing Sale Price, a Conversion Price, [INSERT IN
SERIES B NOTES ONLY: an Installment Conversion Price,] a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to
the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Business Days after the
occurrence of the circumstances giving rise to such dispute or (B) if by the Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute
relating to such Bid Price, such Closing Bid Price, such Closing Sale Price, such Conversion Price, [INSERT IN SERIES B NOTES ONLY: an Installment Conversion Price,] such VWAP or such fair market value, or the arithmetic calculation of such
Conversion Rate or such applicable Redemption Price (as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or the Holder (as the
case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, select an independent, reputable investment bank reasonably satisfactory to the Company to resolve such dispute. 

(ii) The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so
delivered in accordance with the first sentence of this Section 25 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately
preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required
Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or
other support to such investment bank with respect to such dispute and such investment bank 

  
 42 








 
shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in
writing by both the Company and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection
with such dispute (other than the Required Dispute Documentation). 
 (iii) The Company and the Holder shall cause such
investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such
investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error. 

(b) Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 25 constitutes an
agreement to arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law and Rules (“CPLR”) and that the Holder is authorized to apply for an
order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 25, (ii) a dispute relating to a Conversion Price includes, without limitation, disputes as to (A) whether an issuance or sale
or deemed issuance or sale of Common Stock occurred under Section 7(a), (B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of
Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance occurred,
(iii) the terms of this Note and each other applicable Transaction Document shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly
authorized) to make all findings, determinations and the like that such investment bank determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank
shall apply such findings, determinations and the like to the terms of this Note and any other applicable Transaction Documents, (iv) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described
in this Section 25 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 25 and (v) nothing in this Section 25 shall limit the Holder
from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 25). Notwithstanding the foregoing, the Trustee shall have the right (but not the obligation)
to participate in such dispute resolution proceedings, at the sole cost and expense of the Company. 

  
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 26. NOTICES; CURRENCY; PAYMENTS. 

(a) Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice
shall be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note (other than payments of interest or conversion in
accordance with the terms of this Note), including in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately
upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a
record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to
holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in
conjunction with such notice being provided to the Holder. 
 (b) Currency. All dollar amounts referred to in this
Note are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent
amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S. Dollar exchange rate as
published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such period
of time). 
 (c) Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this
Note, unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the Company and sent via overnight courier service to such Person at such
address as previously provided to the Company in writing (which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers attached to the Securities Purchase Agreement), provided that the Holder may elect
to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by
the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount of Principal or other amounts due under the Transaction Documents which is not paid
when due shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount at the rate of eighteen percent (18%) per annum from the date such amount was due until the same is paid in full
(“Late Charge”). 
 27. CANCELLATION. After all Principal, accrued Interest, Late Charges and other amounts at any
time owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued. 

  
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 28. WAIVER OF NOTICE. To the extent permitted by law, the Company hereby irrevocably
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 Securities Purchase Agreement. 

29. GOVERNING LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other
jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Except as otherwise required by Section 25 above, 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 proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit,
action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. Nothing contained herein (i) shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations
to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder or (ii) shall limit, or shall be deemed or construed to limit, any provision of
Section 25. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION
CONTEMPLATED HEREBY. 
 30. JUDGMENT CURRENCY. 

(a) If for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes
necessary to convert into any other currency (such other currency being hereinafter in this Section 30 referred to as the “Judgment Currency”) an amount due in U.S. dollars under this Note, the conversion shall be made at the
Exchange Rate prevailing on the Trading Day immediately preceding: 
 (i) the date actual payment of the amount due, in the
case of any proceeding in the courts of New York or in the courts of any other jurisdiction that will give effect to such conversion being made on such date: or 

(ii) the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the
date as of which such conversion is made pursuant to this Section 30(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”). 

  
 45 








 (b) If in the case of any proceeding in the court of any jurisdiction referred to
in Section 30(a)(ii) above, there is a change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay such adjusted amount as may be necessary to
ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment Currency stipulated in the
judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date. 
 (c) Any amount due from the
Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Note. 

31. SEVERABILITY. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court
of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the
prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be
conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s). 
 32. MAXIMUM PAYMENTS. Without limiting Section [9(d)] of the Securities Purchase Agreement,
nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges
hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company. 

33. CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings: 

(a) “1933 Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder. 

(b) “1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder. 

  
 46 








 (c) “Adjustment Right” means any right granted with respect to
any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 7) of shares of Common Stock (other than rights of the type described in Section 6(a) hereof) that
could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). 

(d) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is
controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary
voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise. 

(e) “Alternate Conversion Price” means, with respect to any Alternate Conversion that price which shall be the
lower of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion and (ii) 85% of the quotient of (x) the sum of the VWAP of the Common Stock for each Trading Day during
the five (5) consecutive Trading Day period ending and including the Trading Day immediately preceding the Trading Day of the delivery or deemed delivery of the applicable Conversion Notice, divided by (II) five (5) (such period, the
“Alternate Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or
increases the Common Stock during such Alternate Conversion Measuring Period. 
 (f) “Approved Stock Plan”
means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the Subscription Date pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to
any employee, officer or director for services provided to the Company in their capacity as such. 
 (g) “Attribution
Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly
managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as
a Group together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and the other Attribution Parties for purposes
of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage. 

  
 47 








 (h) [INSERT IN SERIES A NOTES: [Reserved]][INSERT IN SERIES B NOTES:
“Available Holder Optional Redemption Amount” means, with respect to sales of Restricted Assets after the Subscription Date, the difference of (x) the Holder Pro Rata Amount of the aggregate net proceeds of all such sales of
Restricted Assets, less (y) the aggregate Holder Optional Redemption Amount previously redeemed by the Company in Holder Optional Redemption by the Holder hereunder; provided, that the foregoing shall not apply to the initial $750,000 of the
aggregate gross proceeds of any sales of Restricted Assets to the extent the Company uses such proceeds for any of the working capital purposes described on Schedule I attached hereto.] 

(i) “Black Scholes Consideration Value” means the value of the applicable Option, Convertible Security or
Adjustment Right (as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the
Closing Sale Price of the Common Stock on the Trading Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option, Convertible Security or Adjustment Right (as the case may
be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance of such Option,
Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the “HVT” function on Bloomberg
(determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be). 

(j) “Bloomberg” means Bloomberg, L.P. 

(k) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The
City of New York are authorized or required by law to remain closed. 
 (l) “Change of Control” means any
Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the
shares of Common Stock in which holders of a majority of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold
publicly traded securities and, directly or indirectly, are, in all material respects, the holders of a majority of the voting power of the surviving entity (or entities with the authority or voting power to elect the members of the board of
directors (or their equivalent if other than a corporation) of such entity or entities) after such reorganization, recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely for the purpose of changing the
jurisdiction of incorporation of the Company or any of its Subsidiaries. 

  
 48 








 (m) “Change of Control Redemption Premium” means 125%. 

(n) “Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the
last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid
price or the closing trade price (as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal
securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by
Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing
bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by OTC Markets
Group Inc. (formerly Pink Sheets LLC). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of
such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in
accordance with the procedures in Section 25. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during such period. 

(o) “Closing Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the
date the Company initially issued Notes pursuant to the terms of the Securities Purchase Agreement. 
 (p) “Common
Stock” means (i) the Company’s shares of common stock, $0.00001 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of
such common stock. 
 (q) “Convertible Securities” means any stock or other security (other than Options)
that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock. 

(r) “Eligible Market” means The New York Stock Exchange, the NYSE MKT, the Nasdaq Global Select Market, the
Nasdaq Global Market, the OTCQB or the Principal Market. 

  
 49 








 (s) “Equity Conditions” means, with respect to any given date of
determination: (i) on each day during the period beginning thirty calendar days prior to such applicable date of determination and ending on and including such applicable date of determination (the “Equity Conditions Measuring
Period”) either (x) one or more registration statements shall be effective and the prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt, any shares of Common Stock
previously sold pursuant to such prospectus deemed unavailable) for the issuance to the Holder or resale by the Holder, as applicable, of all shares of Common Stock to be issued in connection with the event requiring this determination (each, a
“Required Minimum Securities Amount”) without any restrictive legend, or the applicable Required Minimum Securities Amount of shares of Common Stock shall be eligible for either (A) issuance to the Holder without any
restrictive legend or (B) resale by the Holder pursuant to Rule 144, in either case, without the need for registration under any applicable federal or state securities laws and no Current Information Failure exists or is continuing;
(ii) the applicable Required Minimum Securities Amount of shares of Common Stock may be issued to the Holder in full without violating Section 3(d) hereof; (iii) the Company shall have no knowledge of any fact that would reasonably be
expected to cause (x) any Registration Statement required to be filed pursuant to the Registration Rights Agreement to not be effective or the prospectus contained therein to not be available for the issuance to the Holder or resale by the
Holder, as applicable, of the applicable Required Minimum Securities Amount of shares of Common Stock or (y) the applicable Required Minimum Securities Amount of shares of Common Stock to not be eligible for either (A) issuance to the
Holder without any restrictive legend or (B) resale by the Holder pursuant to Rule 144, in either case, without the need for registration under any applicable federal or state securities and no Current Information Failure exists or is
continuing; (iv) the Holder shall not be in (and no other holder of Notes shall be in) possession of any material, non-public information provided to any of them by the Company, any of its Subsidiaries or any of their respective affiliates,
employees, officers, representatives, agents or the like; (v) on each day during the Equity Conditions Measuring Period, the Company otherwise shall have been in compliance with each, and shall not have breached any representation or warranty
in any material respect (other than representations or warranties subject to material adverse effect or materiality, which may not be breached in any respect) or any covenant or other term or condition of any Transaction Document, including, without
limitation, the Company shall not have failed to timely make any payment pursuant to any Transaction Document; (vi) on the applicable date of determination (A) no Authorized Share Failure shall exist or be continuing and the applicable
Required Minimum Securities Amount of shares of Common Stock are available under the Certificate of Incorporation and reserved by the Company to be issued pursuant to the Notes and (B) the applicable Required Minimum Securities Amount of shares
of Common Stock may be issued in full without resulting in an Authorized Share Failure; (vii) on each day during the Equity Conditions Measuring Period, there shall not have occurred and there shall not exist an Event of Default or an event
that with the passage of time or giving of notice would constitute an Event of Default; and (viii) no Material Adverse Change then exists. 

  
 50 








 (t) [INSERT IN SERIES A NOTES: “Equity Conditions Failure” means
that on any day during the period commencing twenty (20) Trading Days prior to the applicable Interest Notice Due Date through the applicable Interest Date, the Equity Conditions have not been satisfied (or waived in writing by the Holder).]

 [INSERT IN SERIES B NOTES: “Equity Conditions Failure” means that on any day during the period commencing twenty
(20) Trading Days prior to the applicable Installment Notice Date through the later of the applicable Installment Date and the date on which the applicable shares of Common Stock are actually delivered to the Holder, the Equity Conditions have
not been satisfied (or waived in writing by the Holder).] 
 (u) “Event Market Price” means, with respect to
any Stock Combination Event Date, 85% of the quotient determined by dividing (x) the sum of the VWAP of the Common Stock for each Trading Day during the five (5) consecutive Trading Day period ending and including the Trading Day
immediately preceding the twentieth (20th) Trading Day after such Stock Combination Event Date, divided by (y) five (5). 

(v) “Excluded Securities” means (i) shares of Common Stock or standard options to purchase Common Stock
issued to directors, officers, consultants or employees of the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above), provided that (A) all such issuances (taking into account the shares of Common Stock
issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, in any two year period after the Subscription Date, exceed more than 3% of the Common Stock outstanding immediately prior
to the Subscription Date in any two year period and (B) except as provided for in accordance with the terms thereof in effect on the Subscription Date, the exercise price of any such options is not lowered, none of such options are amended to
increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the
conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that (except
as provided for in accordance with the terms thereof in effect on the Subscription Date) the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are
covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase
the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause
(i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) shares of Common Stock issuable upon conversion or otherwise pursuant to the terms of the Notes; (iv) the shares of Common Stock
issuable upon exercise of the Warrants; provided, that the terms of the Warrants are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms


  
 51 








 
thereof in effect as of the Subscription Date), [INSERT IN SERIES A NOTES: (v) a Subsequent Placement (as defined in the Securities Purchase Agreement) of Common Stock (or units of shares of
Common Stock and warrants to purchase Common Stock) with an aggregate purchase price not to exceed $1 million; and (vi)][INSERT IN SERIES B NOTES: and (v)] the Placement Agent Warrants (as defined in the Securities Purchase Agreement); provided that
the exercise of the Placement Agent Warrants is made solely pursuant to the exercise provisions of the Placement Agent Warrants in effect as of the Closing, the exercise price of the Placement Agent Warrants is not lowered (other than adjustments
provided for in accordance with the terms of the Placement Agent Warrants in effect on the Closing Date), none of the Placement Agent Warrants are amended to increase the number of shares issuable thereunder and none of the terms or conditions of
the Placement Agent Warrants are otherwise materially changed in any manner that adversely affects any of the Buyers. 
 (w)
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into
(whether or not the Company is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its “significant
subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common Stock be subject to or party
to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated
as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common
Stock such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at
least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock
calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding; or
(z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize,
recapitalize or reclassify its Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject
Entities in the aggregate to be or become 

  
 52 








 
the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer,
exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any
manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common
Stock not held by all such Subject Entities as of the date of this Warrant calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power
represented by issued and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders of the Company
to surrender their shares of Common Stock without approval of the shareholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the
entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction. 

(x) “GAAP” means United States generally accepted accounting principles, consistently applied. 

(y) “General and Administrative Expenses” means [means, with respect to any period, the aggregate general and
administrative costs of the Company and/or any of its Subsidiaries, as determined in accordance with GAAP]. 
 (z)
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder. 

(aa) [INSERT IN SERIES A NOTES: [Reserved]][INSERT IN SERIES B NOTES: “Holder Pro Rata Amount” means a
fraction (i) the numerator of which is the original Principal amount of this Note on the Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the Buyers pursuant to the Securities
Purchase Agreement on the Closing Date.] 
 (bb) “Indenture” means that certain Indenture for Senior Debt
Securities dated as of the Closing Date, by and between the Company and the Trustee, as may be amended, modified or supplemented from time to time, including, without limitation, by any Supplemental Indenture (as defined below). 

(cc) [INSERT IN SERIES A NOTES: [Reserved]][INSERT IN SERIES B NOTES: “Installment Amount” means, with respect
to any Installment Date, the sum 

  
 53 








 
of (A) (I) with respect to any Installment Date other than the Maturity Date, the lesser of (X) the Holder Pro Rata Amount of $200,000, and (Y) the Principal amount then
outstanding under this Note as of such Installment Date, and (II) with respect to the Installment Date that is the Maturity Date, the Principal amount then outstanding under this Note as of such Installment Date (in each case, as any such
Installment Amount may be reduced pursuant to the terms of this Note, whether upon conversion, redemption or otherwise), (B) any Deferral Amount deferred pursuant to Section 8(c) and included in such Installment Amount in accordance
therewith, (C) any Designated Specified Amount deferred pursuant to Section (e) and included in such Installment Amount in accordance therewith and (D) in each case of clauses (A) through (C) above, the sum of any accrued
and unpaid Interest as of such Installment Date under this Note and accrued and unpaid Late Charges, if any, under this Note as of such Installment Date. In the event the Holder shall sell or otherwise transfer any portion of this Note, the
transferee shall be allocated a pro rata portion of the each unpaid Installment Amount hereunder.] 
 (dd) [INSERT IN SERIES
A NOTES: [Reserved]][INSERT IN SERIES B NOTES: “Installment Conversion Price” means, with respect to any Installment Date, the lowest of (i) the Conversion Price then in effect, and (ii) 80% of the quotient of (A) the
sum of the VWAP of the Common Stock for each Trading Day during the five (5) consecutive Trading Day period ending and including the Trading Day immediately prior to the such Installment Date, divided by (B) five (5). All such
determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during any such measuring period.] 

(ee) [INSERT IN SERIES A NOTES: [Reserved]][INSERT IN SERIES B NOTES: “Installment Date” means
(i) [April     , 2015] and (ii) thereafter, the first Trading Day of the calendar month immediately following the previous Installment Date until the Maturity Date. 

(ff) [INSERT IN SERIES A NOTES: “Interest Conversion Price” means, for any Interest Date, the lower of
(i) the Conversion Price then in effect and (ii) 80% of the quotient of (x) the sum of the VWAP of the Common Stock for each of the five (5) consecutive Trading Days immediately preceding such Interest Date, divided by
(y) five (5). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during any such measuring period.][INSERT IN SERIES B NOTES: [Reserved]] 

(gg) [INSERT IN SERIES A NOTES: “Interest Date” means January 1, April 1, July 1 and
October 1 of each year (each, an “Interest Date”)] 
 [INSERT IN SERIES B NOTES: “Interest
Date” means, with respect to any given calendar month, (x) if prior to the Maturity Date, such Installment Date, if any, in such calendar month or (y) if on or after the Maturity Date, the first Trading Day of such calendar
month.] 
 (hh) “Interest Rate” means [INSERT IN SERIES A NOTES: eight percent (8%) per annum] [INSERT
IN SERIES B NOTES: ten percent (10%) per annum], as may be adjusted from time to time in accordance with Section 2. 

  
 54 








 (ii) “Krillion Assets” means the assets purchased in connection
with that certain acquisition of Krillion, Inc. by the Company and any improvements thereto post-acquisition, along with all intellectual property rights (including patents) related thereto. 

(jj) “Major Market” means The New York Stock Exchange, the NYSE MKT, the Nasdaq Global Select Market, the
Nasdaq Global Market or the Principal Market. 
 (kk) [INSERT IN SERIES A NOTES: “Make-Whole Amount” means,
with respect to any Company Optional Redemption, either (i) if the applicable Company Optional Redemption Date is scheduled to occur prior to the first anniversary of the Closing Date, an amount equal to the amount of Interest that would accrue
under this Note at the Interest Rate then in effect assuming for calculation purposes only that the Conversion Amount of the Note outstanding as of the Company Optional Redemption Date remains outstanding through the first anniversary of the Closing
Date or (ii) if the applicable Company Optional Redemption Date is scheduled to occur on or after the first anniversary of the Closing Date, zero.] 

(ll) [INSERT IN SERIES A NOTES: [Reserved]] [INSERT IN SERIES B NOTES: “Maximum Acceleration Amount” means,
with respect to any applicable Installment Date, the amount set forth in the table below opposite the applicable average volume (the “5-Day Volume”) calculated as the quotient of (x) the aggregate daily trading volume (as
reported on Bloomberg) of the Common Stock on the Principal Market on each Trading Day during the five (5) Trading Day period ending on the Trading Day immediately preceding such Installment Date, divided by (y) five (5): 

 

					
	 5-Day Volume
	  	Maximum
Acceleration
Amount	 
	 Less than or equal to 100,000
	  	$	200,000	  
	 Greater than 100,000, but less than or equal to 150,000
	  	$	233,000	  
	 Greater than 150,000, but less than or equal to 200,000
	  	$	266,000	  
	 Greater than 200,000
	  	$	300,000	  

 (mm) “Material Adverse Change” shall mean, as of any time of determination,
during the period commencing on the Subscription Date and ending on such time of determination, a material adverse change and/or a material adverse development in the business, assets, liabilities, properties, operations (including results thereof),
condition 

  
 55 








 
(financial or otherwise) or prospects of the Company or any of its Subsidiaries; provided that none of the following will constitute, or be considered in determining whether there has been, a
Material Adverse Change: any event, change, circumstance, effect or other matter resulting from or related to (i) any outbreak or escalation of war or major hostilities or any act of terrorism, (ii) changes in laws, GAAP or enforcement or
interpretation thereof, (iii) changes that generally affect the industries and markets in which the Company operates, (iv) changes in financial markets, general economic conditions (including prevailing interest rates, exchange rates,
commodity prices and fuel costs) or political conditions, or (v) any action taken or failed to be taken pursuant to or in accordance with any Transaction Document at the written request of, or consented to in writing by, the Holder. 

(nn) “Maturity Date” shall mean [INSERT IN SERIES A NOTES: April 11, 2018] [INSERT IN SERIES B NOTES:
August 1, 2016]; provided, however, the Maturity Date may be extended at the option of the Holder (such notice to be delivered in writing to the Trustee) (i) in the event that, and for so long as, an Event of Default shall have occurred
and be continuing or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an Event of Default or (ii) through the date that is twenty (20) Business Days after the
consummation of a Fundamental Transaction in the event that a Fundamental Transaction is publicly announced or a Fundamental Transaction Notice is delivered prior to the Maturity Date, provided further that if a Holder elects to convert some or all
of this Note pursuant to Section 3 hereof, and the Conversion Amount would be limited pursuant to Section 3(d) hereunder, the Maturity Date shall automatically be extended until such time as such provision shall not limit the conversion of
this Note. 
 (oo) INSERT IN SERIES A NOTES: “Optional Redemption Equity Conditions” means, with respect to
any given date of determination: (i) on each day during the period beginning thirty calendar days prior to such applicable date of determination and ending on and including such applicable date of determination (the “Optional Redemption
Equity Conditions Measuring Period”) (A) one or more Registration Statements shall be effective and the prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt, any
shares of Common Stock previously sold pursuant to such prospectus deemed unavailable) for the issuance to the Holder or resale by the Holder, as applicable, of all shares of Common Stock to be issued in connection with the event requiring this
determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination (without regard to any limitations on conversion set forth herein)) (each, a “Required Minimum Redemption Share
Amount”) or (B) all Underlying Securities (as defined in the Securities Purchase Agreement) shall be eligible for either (x) issuance without any restrictive legend or (y) resale pursuant to Rule 144 (as defined in the
Securities Purchase Agreement), in either case, without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Notes and exercise of the Warrants) and no
Current Information Failure (as defined in the Registration Rights Agreement) exists 

  
 56 








 
or is continuing; (ii) on each day during the Optional Redemption Equity Conditions Measuring Period, the Common Stock (including all Underlying Securities) is listed or designated for
quotation (as applicable) on an Eligible Market and shall not have been suspended from trading on an Eligible Market (other than suspensions of not more than two (2) days and occurring prior to the applicable date of determination due to
business announcements by the Company) nor shall delisting or suspension by an Eligible Market have been threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing
periods) or reasonably likely to occur or pending as evidenced by either (A) a writing by such Eligible Market or (B) the Company falling below the minimum listing maintenance requirements of the Eligible Market on which the Common Stock
is then listed or designated for quotation (as applicable); (iii) during the Optional Redemption Equity Conditions Measuring Period, the Company shall have delivered all shares of Common Stock issuable upon conversion of this Note on a timely
basis as set forth in Section 3 hereof and all other shares of capital stock required to be delivered by the Company on a timely basis as set forth in the other Transaction Documents; (iv) any shares of Common Stock to be issued in
connection with the event requiring determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination) may be issued in full without violating Section 3(d) hereof; (v) any shares
of Common Stock to be issued in connection with the event requiring determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination (without regards to any limitations on conversion set
forth herein)) may be issued in full without violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or designated for quotation (as applicable); (vi) on each day during the Optional Redemption Equity
Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (vii) the Company shall have no knowledge of any fact
that would reasonably be expected to cause (A) any Registration Statement required to be filed pursuant to the Registration Rights Agreement to not be effective or the prospectus contained therein to not be available for the issuance to the
Holder or resale by the Holder, as applicable, of the applicable Required Minimum Redemption Share Amount of Underlying Securities of the Holder or (B) any Underlying Securities of the Holder to not be eligible for either (x) issuance to
the Holder without any restrictive legend or (y) resale by the Holder pursuant to Rule 144, in either case, without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on
conversion of the Notes and exercise of the Warrants) and no Current Information Failure exists or is continuing; (viii) the Holder shall not be in (and no other holder of Notes shall be in) possession of any material, non-public information
provided to any of them by the Company, any of its Subsidiaries or any of their respective affiliates, employees, officers, representatives, agents or the like; (ix) on each day during the Optional Redemption Equity Conditions Measuring Period,
the Company otherwise shall have been in compliance with each, and shall not have breached any representation or warranty in any material respect (other than representations or warranties subject to material adverse effect or materiality, which may
not be breached in any respect) or any covenant or other term or condition of any 

  
 57 








 
Transaction Document, including, without limitation, the Company shall not have failed to timely make any payment pursuant to any Transaction Document; (x) on each Trading Day during the
Optional Redemption Equity Conditions Measuring Period, there shall not have occurred any Volume Failure or Price Failure as of such applicable date of determination; (xi) on the applicable date of determination (A) no Authorized Share
Failure shall exist or be continuing and the applicable Required Minimum Redemption Share Amount of shares of Common Stock are available under the Certificate of Incorporation and reserved by the Company to be issued pursuant to the Notes and
(B) all shares of Common Stock to be issued in connection with the event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination (without regards to any
limitations on conversion set forth herein)) may be issued in full without resulting in an Authorized Share Failure; (xii) on each day during the Optional Redemption Equity Conditions Measuring Period, there shall not have occurred and there
shall not exist an Event of Default or an event that with the passage of time or giving of notice would constitute an Event of Default; (xiii) the shares of Common Stock issuable pursuant the event requiring the satisfaction of the Optional
Redemption Equity Conditions are duly authorized and listed and eligible for trading without restriction on an Eligible Market; (xiv) no Material Adverse Change then exists and (xv) either no Permitted Senior Indebtedness remains
outstanding or such holders of Permitted Senior Indebtedness have consented to such Company Optional Redemption. ][INSERT IN SERIES B NOTES: [Reserved] 

(pp) INSERT IN SERIES A NOTES: “Optional Redemption Equity Conditions Failure” means that on any day during
the period commencing twenty (20) Trading Days prior to the applicable Company Optional Redemption Notice Date through the later of the applicable Company Optional Redemption Date and the date on which the applicable shares of Common Stock are
actually delivered to the Holder, the Optional Redemption Equity Conditions have not been satisfied (or waived in writing by the Holder).][INSERT IN SERIES B NOTES: [Reserved] 

(qq) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or
Convertible Securities. 
 (rr) “Parent Entity” of a Person means an entity that, directly or indirectly,
controls the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market
capitalization as of the date of consummation of the Fundamental Transaction. 
 (ss) “Permitted
Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness set forth on Schedule 3(s) to the Securities Purchase Agreement, as in effect as of the Subscription Date, (iii) Indebtedness
secured by Permitted Liens or unsecured but as described in clauses (iv) and (v) of the definition of Permitted Liens and (iv) Permitted Senior Indebtedness. 

  
 58 








 (tt) “Permitted Liens” means (i) any Lien for taxes not yet
due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of business by operation of law with
respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect to a
liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv) Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase
price of such equipment or Indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely to the
property so acquired and improvements thereon, and the proceeds of such equipment, in either case, with respect to Indebtedness in an aggregate amount not to exceed $300,000.00, (v) Liens incurred in connection with the extension, renewal or
refinancing of the Indebtedness secured by Liens of the type described in clause (iv) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of
the Indebtedness being extended, renewed or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection with the importation of goods,
(vii) Liens arising from a Judgment in circumstances not constituting an Event of Default under Section 4(a)(xii), (viii) Liens with respect to Permitted Senior Indebtedness and (ix) any Lien arising out of the Indenture for the
benefit of the Trustee as security for the performance of the obligations of the Company thereunder. 
 (uu)
“Permitted Senior Indebtedness” means the principal of (and premium, if any), interest on, and all fees and other amounts (including, without limitation, any reasonable out-of-pocket costs, enforcement expenses (including reasonable
out-of-pocket legal fees and disbursements), collateral protection expenses and other reimbursement or indemnity obligations relating thereto) payable by Company and/or its Subsidiaries under or in connection with that certain Loan and Security
Agreement by and among the Company, Krillion, Inc., Screamin Media Group, Inc. and Square 1 Bank (the “Current Senior Lender”), dated August 3, 2011 (as amended through and including the Subscription Date) (or any credit
facility refinancing or replacing such Indebtedness, including, without limitation, that certain Financing and Security Agreement, by and between Fast Pay Partners LLC or its affiliate (the “Potential Successor Senior Lender”) and
the Company); provided, however, that (i) the aggregate outstanding principal amount of any such Indebtedness permitted hereunder (taking into account the maximum principal amounts which may be advanced under the loan documents
evidencing such Permitted Senior Indebtedness) shall not at any time exceed $12 million, (ii) the total interest and fees thereunder per annum shall not exceed 10% per annum (not including any applicable default or penalty rate) and
(iii) no Dilutive Issuance occurs in connection with any amendment, modification, extension or other refinancing of any such Indebtedness. 

(vv) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization, any other entity or a government or any department or agency thereof. 

  
 59 








 (ww) “Price Failure” means, with respect to a particular date of
determination, the VWAP of the Common Stock on any Trading Day during any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed $3.00 (as adjusted for
stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock
combinations, recapitalizations or other similar transactions during any such measuring period. 
 (xx) “Prime
Rate” shall mean as of a particular date, the prime rate of interest as published on that date in The Wall Street Journal (Eastern Edition), and generally defined therein as “the base rate on corporate loans posted by at least 75% of
the nation’s 30 largest banks.” If The Wall Street Journal is not published on a date for which the Prime Rate must be determined, the Prime Rate shall be the prime rate published in The Wall Street Journal on the nearest-preceding date on
which The Wall Street Journal was published. 
 (yy) “Principal Market” means the Nasdaq Capital Market.

 (zz) “Redemption Notices” means, collectively, the Event of Default Redemption Notices, [INSERT IN SERIES
B NOTES ONLY: the Holder Optional Redemption Notices] [INSERT IN SERIES A NOTES ONLY: the Company Optional Redemption Notices] and the Change of Control Redemption Notices, and each of the foregoing, individually, a “Redemption
Notice.” 
 (aaa) “Redemption Premium” means 125%. 

(bbb) “Redemption Prices” means, collectively, Event of Default Redemption Prices, [INSERT IN SERIES B NOTES
ONLY: the Holder Optional Redemption Prices,] [INSERT IN SERIES A NOTES ONLY: the Company Optional Redemption Prices] and the Change of Control Redemption Price, and each of the foregoing, individually, a “Redemption Price.” 

(ccc) “Registration Rights Agreement” means that certain registration rights agreement, dated as of the
Closing Date, by and among the Company and the initial holders of the Series A Notes relating to, among other things, the registration of the resale of the Common Stock issuable upon conversion of the Series A Notes or otherwise pursuant to the
terms of the Series A Notes and exercise of the Warrants, as may be amended from time to time. 
 (ddd) “Research and
Development Expenses” means, with respect to any period, the aggregate research and development costs of the Company and/or any of its Subsidiaries, as determined in accordance with GAAP. 

  
 60 








 (eee) “Restricted Assets” means all assets of the Company and
its Subsidiaries, other than (i) advertising inventory on the website of the Company or any of its Subsidiaries sold in the ordinary course of business (consistent with past practices), (ii) licenses of software products by the Company or
any of its Subsidiaries in the ordinary course of business (consistent with past practices), (iii) inventory of the Company or any of its Subsidiaries sold in the ordinary course of business (consistent with past practices). 

(fff) “Revenue” means, with respect to any given cash flow, receivable or other general intangible, the
revenue directly attributable thereto of the Company or any of its Subsidiaries, as determined in accordance with GAAP. 

(ggg) “SEC” means the United States Securities and Exchange Commission or the successor thereto. 

(hhh) “Securities Purchase Agreement” means that certain securities purchase agreement, dated as of the
Subscription Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time. 

(iii) “Series [B][A] Notes” shall have the meaning ascribed to such term in the Series [A][B] Supplemental
Indenture, and shall include all notes issued in exchange therefor or replacement thereof. 
 (jjj) “Series [A][B]
Supplemental Indenture” shall have the meaning ascribed to such term in the Securities Purchase Agreement. 
 (kkk)
“Subordinated Payment Amounts” means, at any time Permitted Senior Indebtedness remains outstanding, any cash amount, if any, then payable to the Holder pursuant to any Transaction Document (other than Principal, Interest and Late
Charges with respect to Principal and Interest hereunder) that is not permitted by the Company to be paid to the Holder in cash due to the Series [A][B] Supplemental Indenture or any other subordination provisions of this Note related to the
Permitted Senior Indebtedness. 
 (lll) “Subscription Date” means
                 , 2015. 
 (mmm)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group. 

(nnn) “Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by,
resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered into. 

(ooo) “Supplemental Indentures” shall have the meaning ascribed to such term in the Securities Purchase
Agreement. 

  
 61 








 (ppp) “Trading Day” means, as applicable, (x) with respect
to all price or trading volume determinations relating to the Common Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the
principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5
hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then
during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price determinations relating to the Common Stock, any
day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities. 
 (qqq)
“Trustee” means U.S. Bank National Association, in its capacity as trustee under the Indenture, or any successor or any additional trustee appointed with respect to the Notes pursuant to the Indenture. 

(rrr) “Volume Failure” means, with respect to a particular date of determination, the quotient of (i) the
sum of the aggregate daily trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on each Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of
determination, divided by (ii) twenty (20) (such period, the “Volume Failure Measuring Period”), is less than 175,000 shares of Common Stock. All such determinations to be appropriately adjusted for any stock splits, stock
dividends, stock combinations, recapitalizations or other similar transactions during such Volume Failure Measuring Period. 

(sss) “VWAP” means, for any security as of any date, the dollar volume-weighted average price for such
security on the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market on which such security is then traded) during the period beginning at
9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such
security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar
volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink
sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually
determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 25. All such
determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period. 

(ttt) “Warrants” has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include
all warrants issued in exchange therefor or replacement thereof. 

  
 62 








 34. DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with
the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries, the Company shall within two
(2) Business Days after any such receipt or delivery publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public
information relating to the Company or any of its Subsidiaries, the Company so shall indicate to such Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all
matters relating to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this Section 34 shall limit any obligations of the Company, or any rights of the Holder,
under Section [4(l)] of the Securities Purchase Agreement. 
 35. TRUSTEE. The rights, privileges and immunities of the Trustee set
forth in Section 2.22 of the Series [A][B] Supplemental Indenture are incorporated herein, mutatis mutandis. 
 [signature
page follows] 

  
 63 








 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date
set out above. 
  

			
	LOCAL CORPORATION
		
	By:		  

			Name:
			Title:


  

					
	ATTEST:
		
	By:		  

			Name:		
			Title:		

 CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture and the
Series [A][B] Supplemental Indenture. 
 Dated:
                    , 201   
  

			
	 U.S. BANK NATIONAL ASSOCIATION,
  

as Trustee

		
	By:		  

	
	Authorized Signatory

 Senior Convertible Note - Signature Page 







 EXHIBIT I 

LOCAL CORPORATION 

CONVERSION NOTICE 

Reference is made to the Senior Convertible Note (the “Note”) issued to the undersigned by Local Corporation, a Delaware
corporation (the “Company”). 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, $0.00001 par
value per share (the “Common Stock”), of the Company, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note. 

 

			
	Date of Conversion:		  



  

			
	 Aggregate Principal to be converted: 
		  

		
	 Aggregate accrued and unpaid Interest and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal and such Aggregate
Interest to be converted:
		  

		
	 Subordinated Payment Amount (if any):
		  

		
	 AGGREGATE CONVERSION AMOUNT
  TO BE
CONVERTED:
		  



 Please confirm the following information: 

 

			
	Conversion Price:		  



 
			
		
	Number of shares of Common Stock to be issued:		  




			
		
	Installment Amount(s) to be reduced (and corresponding Installment Date(s)) and amount of reduction:		  


  

	 ̈	If this Conversion Notice is being delivered after the Alternate Conversion Eligibility Date, check here if Holder is electing to use the following Alternate Conversion Price in this
conversion:                    . 

  

	 ̈	If this Conversion Notice is being delivered with respect to an Acceleration or if this is a Withdrawal Notice, check here if Holder is electing to use the following Installment Conversion
Price:                     








 Please issue the Common Stock into which the Note is being converted to Holder, or for its benefit, as follows:

  

	 	 ̈	Check here if requesting delivery as a certificate to the following name and to the following address: 

  

			
	Issue to:		  

		
			  

		
			  




 

	 	 ̈	Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: 

  

			
	DTC Participant:		  

		
	DTC Number:		  

		
	Account Number:		  



  

					
	Date:                  ,         		
		
	  
		
	Name of Registered Holder		
			
	By:		  
		
			Name:		
			Title:		


					
			
			Tax ID:		  

			
			Facsimile:		  


 E-mail Address: 







 EXHIBIT II 

ACKNOWLEDGMENT 
 The
Company hereby acknowledges this Conversion Notice and hereby directs                      to issue the above indicated number of shares of Common
Stock in accordance with the Transfer Agent Instructions dated             , 20     from the Company and acknowledged and agreed to by
                    . 
  

			
	LOCAL CORPORATION
		
	By:		  

			Name:
			Title:









 EXHIBIT III 

ASSIGNMENT OF NOTES 

Reference is made to the Senior Convertible Note (the “Note”) issued to the undersigned by Local Corporation, a Delaware
corporation (the “Company”). Capitalized terms not defined herein shall have the meaning as set forth in the Note. 
 FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto                      (the “Assignee”)
$             in aggregate Principal [and              in accrued and unpaid interest] of the Note (the “Assigned
Note”), and does hereby irrevocably direct U.S. Bank National Association, in its capacity as trustee for the Notes (the “Trustee”) to transfer the Assigned Note on the Register to the Assignee. 

Please Insert Social Security or Other Identifying Number of Assignee:
                     
  

					
	Date:                  ,         		
		
	  
		
	Name of Registered Holder		
			
	By:		  
		
			Name:		
			Title:		


					
			
			Tax ID:		  

			
			Facsimile:		  


 E-mail Address: 
 NOTICE: The
signature to this assignment must correspond with the name as written upon the face of the Note in every particular, without alteration or enlargement or any change whatever. 







 Schedule I 

Permitted Uses of Initial $750,000 of Proceeds from Sales of Restricted Assets 

As set forth in Section 4(g) to the Securities Purchase Agreement (including the uses set forth in Schedule 4(g) thereto. 







 Schedule II 

List of Other IP Assets 
 Other IP Assets
consist of the patents listed on Schedule 3(y) to the Securities Purchase Agreement. 







 Schedule III 

Asset Valuation 
 The Company agrees, for
purposes of any transfer of Krillion Assets permitted by Section 15(f) hereunder, that the fair market value of the Krillion Assets shall not be less than $3 million. 

Any consideration paid or owed to the Company or any of its Subsidiaries in any sale of Krillion Assets or Other IP Assets, as applicable, other than cash due
on the date of such sale, shall be valued in accordance with Section 7(a)(iv), mutatis mutandis.