Holders of a majority in interest of the Notes (“Majority in Interest”)

Investors holding a majority interest in the Notes under the Note Purchase Agreement constitute the group that can approve changes or modifications under all Notes without having to get every single Investor to agree. If you issue Convertible Notes without an NPA, it can lead to confusion in the future as to whether Convertible Notes are similar enough to be considered the same for purposes of allowing the majority in interest to approve changes or modifications without approval of all Investors.