Convertible Note Ownership Percentage

Convertible Note Ownership Percentage. Means the (A) the number of shares (the "Issuable Shares") of common stock of Purchaser which Seller would have the right to acquire upon conversion of Convertible Notes, assuming that $19,400,000 of Convertible Notes were issued at the First Closing Date, divided by (B) (1) the number of outstanding shares of the common stock 2 of Purchaser at the First Closing Date, plus (2) the number of Issuable Shares