Firstly if you believe that the Board is acting in the best...

Firstly if you believe that the Board is acting in the best interests of shareholders which is their duty then you will vote NO. This is because you would believe that the Board stupidly got themselves into debt and the only way out was to offer con. notes to the major shareholder and employees and suppliers at the ridiculously discounted price of .35cents. The company is now doing well but is caught up in this deal that they made with the note holders and whereas the company would love to be paying down debt they are obliged to keep the note holders happy unless of course you vote NO.

Just think about what an investment of $100,000 at 12.5% return and a conversion price of .35cents. This investment could be worth $1million in no time. No wonder the poor Board are being coerced into offering more and more notes even though the company is doing well. So the company would desperately want you to vote NO otherwise the note holders will own over 50% of the company and will have acquired it for peanuts and wiped out ordinary shareholders

Also remember that no Board member or their family except for the major shareholder would be a note holder as that would have required disclosure. So by voting NO you are also protecting the investment of the CEO/Chairman's son who holds about 2-3% and would be wiped out by the note holders. So he would also want you to vote NO

Of course if you don't trust the Board then you will vote NO