Common use of Mechanics and Effect of Conversion Clause in Contracts

Mechanics and Effect of Conversion. No fractional shares of Company Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of outstanding principal that is not so converted, such payment to be in the form as provided below. Upon the conversion of this Note pursuant to Section 6.1 above, the Holder shall surrender this Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall, as soon as practicable thereafter, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares of such Common Stock to which the Holder shall be entitled upon such conversion (bearing such legends as are required by the Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described above. In the event of any conversion of this Note pursuant to Section 6.1 above, such conversion shall be deemed to have been made immediately prior to the closing of the issuance and sale of such Company Common Stock and on and after such date the Holder of this Note entitled to receive the shares of such Company Common Stock issuable upon such conversion shall be treated for all purpose as the record Holder of such shares and a purchaser of such shares under the Purchase Agreement and shall be bound by the terms of the Purchase Agreement. Upon conversion of this Note, the Company shall be forever released from all its obligations and liabilities under this Note, except that the Company shall be obligated to pay the Holder, within ten (l0) days after the date of such conversion, any interest accrued and unpaid or unconverted to and including the date of such conversion, and no more.

Mechanics and Effect of Conversion. No fractional shares of Company Common Stock or Series G Preferred Stock, as the case may be, shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares of Common Stock or Series G Preferred Stock, as the case may be, to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of outstanding principal that is not so converted, such payment to be paid in the form as provided belowcash. Upon the conversion of this Note pursuant to Section 6.1 4.1 above, the Holder shall surrender this Note, duly endorsed, at the principal executive office of the Company. At its expense, the Company shall, as soon as practicable thereafter, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares of such Common Stock or Series G Preferred Stock, as the case may be, to which the Holder shall be entitled upon such conversion (bearing such legends as are may be required by the agreement covering the issuance and sale of the Notes (the “Note Purchase Agreement Agreement”) and such other agreements and documents as may be contemplated thereby (together with the Note Purchase Agreement, the “Transaction Documents”), and applicable state and federal Federal securities laws in the opinion of counsel to the Company), together with any other securities the Warrants to the extent issuable pursuant to Section 5 and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described above. In the event of any conversion of this Note pursuant to Section 6.1 above, such Such conversion shall be deemed to have been made immediately prior upon the earlier to occur of: (i) the closing completion of a Qualified Initial Public Offering or (ii) the six month anniversary of the issuance and sale of such Company Common Stock Issuance Date, as the case may be, and on and after such date the Holder of this Note entitled to receive the shares of such Company Common Stock issuable upon such conversion or Series G Preferred Stock, as the case may be, shall be treated for all purpose purposes as the record Holder of such shares and a purchaser of such shares under the Note Purchase Agreement and shall be bound by the terms of the Purchase AgreementTransaction Documents. The shares of Common Stock or Series G Preferred Stock, as the case may be, shall be subject to the terms and have the rights, preferences, privileges and restrictions to be set forth in the Company’s Restated Certificate of Incorporation. Upon conversion of this Note, the Company shall be forever released from all its obligations and liabilities under this Note, except that the Company shall be obligated to pay the Holder, within ten (l0) days after the date of such conversion, any interest accrued and unpaid or unconverted to and including the date of such conversion, and no more.

Mechanics and Effect of Conversion. No fractional shares of Company Common Stock or Preferred Stock, as the case may be, shall be issued upon conversion of this NoteDebenture. In lieu of the Company issuing any fractional shares to the Holder upon the conversion of this NoteDebenture, the Company shall pay to the Holder the amount of outstanding principal and any accrued interest that is not so converted, such payment to be in the form as provided below. Upon In the event of any conversion of this Note the Debenture pursuant to clause (i) of Section 6.1 above, such conversion shall be deemed to have been made immediately prior to the consummation of such Public Offering and on and after such date the Holder shall surrender of this Note, duly endorsed, at Debenture entitled to receive the principal office of the Company. At its expense, the Company shall, as soon as practicable thereafter, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares of such Common Stock to which the Holder shall be entitled issuable upon such conversion (bearing shall be treated for all purposes as the record holder of such legends as are required by the Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described aboveshares. In the event of any conversion of this Note Debenture pursuant to clause (ii) of Section 6.1 above, such conversion shall be deemed to have been made immediately prior to the closing of the issuance and sale of such Company Common Stock Equity Financing and on and after such date the Holder of this Note Debenture entitled to receive the shares of such Company Common series of Preferred Stock issuable upon such conversion shall be treated for all purpose purposes as the record Holder of such shares and a purchaser of such shares under the Purchase Agreement stock purchase agreement between the Company and the investors in such series of Preferred Stock and shall be bound by the terms of the Purchase Agreementsuch stock purchase agreement. Upon conversion of this NoteDebenture, the Company shall be forever released from all its obligations and liabilities under this NoteDebenture, except that the Company shall be obligated to pay the Holder, within ten (l0) 10 days after the date of such conversion, any interest accrued and unpaid or 34 unconverted to and including the date of such conversion, and no more.

Mechanics and Effect of Conversion. No fractional shares of Company Common Stock shall be issued upon conversion of this Note. In lieu of the Company Maker issuing any fractional shares to the Holder upon the conversion of this Note, the Company Maker shall pay to the Holder the amount of outstanding principal that is not so converted, such payment to be in the form as provided below. Upon the conversion of this Note pursuant to Section 6.1 aboveNote, the Holder shall surrender this Note, duly endorsed, at the principal office of the CompanyMaker. At its expense, the Company Maker shall, as soon as practicable thereafter, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares of such Common Stock to which the Holder shall be entitled upon such conversion (bearing such legends as are required by the Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to the CompanyMaker), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described above. In the event of any conversion of this Note pursuant to Section 6.1 aboveNote, such conversion shall be deemed to have been made immediately prior to the closing of for the issuance and sale of such Company Common Stock and on and after such date the Holder of this Note entitled to receive the shares of such Company Common Stock issuable upon such conversion shall be treated for all purpose purposes as the record Holder holder of such shares and a purchaser of such shares under the Purchase Agreement and shall be bound by the terms of the Purchase Agreementshares. Upon conversion of this Note, the Company Maker shall be forever released from all its obligations and liabilities under this Note, except that the Company Maker shall be obligated to pay the Holder, within ten (l010) days after the date of such conversion, any interest accrued and unpaid or unconverted to and including the date of such conversion, and no more.

Mechanics and Effect of Conversion. No fractional shares of Company Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of outstanding principal and accrued interest that is not so converted, such payment to be in the form as provided below. Upon the conversion of this Note pursuant to Section 6.1 6(a) above, the Holder shall surrender this Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall, as soon as practicable thereafter, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares of such Common Stock to which the Holder shall be entitled upon such conversion (bearing such legends as are required by the Purchase Subscription Agreement and applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described above. In the event of any conversion of this Note pursuant to Section 6.1 above, such conversion shall be deemed to have been made immediately prior to the closing close of business on the issuance and sale date of such Company Common Stock and on and after such date the Holder surrender of this Note Note, and the person or persons entitled to receive the shares of such Company Common Stock issuable upon such conversion shall be treated for all purpose purposes as the record Holder holder or holders of such shares and a purchaser of Common Stock as of such shares under the Purchase Agreement and shall be bound by the terms of the Purchase Agreementdate. Upon conversion of this Note, the Company shall be forever released from all its obligations and liabilities under this Note, except that the Company shall be obligated to pay the Holder, within ten (l010) days after the date of such conversion, any interest accrued and unpaid or unconverted to and including the date of such conversion, and no more.

Mechanics and Effect of Conversion. The conversion of this Note into the Financing Automatic Conversion Shares, pursuant to Section 2(a), shall be deemed to have been made immediately at the closing of the Financing on the Financing Automatic Conversion Date and the Holder shall be treated for all purposes as the record holder of such Financing Automatic Conversion Shares on the Financing Automatic Conversion Date. The conversion of this Note into Series B Preferred Stock, pursuant to Section 2(b), shall occur 5 days after the Company receives written notice from the Holder (the "Optional Conversion Date"). Upon conversion of all principal and interest of this Note, the Company shall be forever released from all of its obligations and liabilities under this Note. No fractional shares of Company Common Stock shall be issued upon any such conversion of this Note. In lieu of the Company issuing any fractional shares share to which the Holder upon the conversion of this Notewould otherwise be entitled, the Company shall pay the cash value of that fractional share to the Holder the amount of outstanding principal that is not so convertedHolder, such payment to be in the form as provided belowherein. Upon the conversion of this Note pursuant to Section 6.1 above, the The Holder shall surrender this Note, duly endorsed, Note on or before the Financing Automatic Conversion Date at the principal office offices of the CompanyCompany together with the executed signature pages to the stock purchase documents and agreements applicable to the Financing (as to an Automatic Conversion) as requested by the Company (the "Purchase Documents"), or in the case of an Optional Conversion, shall surrender the Note on or before the Optional Conversion Date with executed signature pages to the stock purchase documents and agreements applicable to the issuance of the Series B Preferred Stock. At its expense, the The Company shall, as soon as practicable thereafter, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares of such Common Stock Financing Automatic Conversion Shares or Series B Preferred Stock, as the case may be, to which the Holder shall be is entitled upon such conversion (bearing such legends as are may be required by the Purchase Agreement and applicable state and federal securities laws in the opinion of legal counsel to of the Company), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described above. In for any fractional share resulting from the event of any conversion of this Note pursuant to Section 6.1 above, such conversion shall be deemed to have been made immediately prior to the closing of the issuance and sale of such Company Common Stock and on and after such date the Holder of this Note entitled to receive the shares of such Company Common Stock issuable upon such conversion shall be treated for all purpose as the record Holder of such shares and a purchaser of such shares under the Purchase Agreement and shall be bound by the terms of the Purchase Agreement. Upon conversion of this Note, . This Note does not entitle Holder to any rights as a shareholder of the Company shall be forever released from all its obligations and liabilities under this Note, except that the Company shall be obligated to pay the Holder, within ten (l0) days after the date of such conversion, any interest accrued and unpaid or unconverted to and including the date of such conversion, and no moreCompany.

Mechanics and Effect of Conversion. No fractional shares of Company Common Stock shall be issued upon conversion of this Note. In Upon the conversion of the entire principal outstanding under this Note, in lieu of the Company issuing any fractional shares to the Holder upon the conversion of this NotePurchaser in cash, the Company shall pay to the Holder Purchaser the amount of outstanding principal that is not so converted. On partial conversion of this Note, the Company shall issue to the Purchaser (i) the shares of Common Stock into which a portion of this Note is converted and (ii) a new convertible promissory note having identical terms to this Note, except that the principal amount thereof shall equal the difference between (A) the principal amount of this Note immediately prior to such payment to be in conversion minus (B) the form as provided belowportion of such principal amount converted into Common Stock. Upon the conversion of this Note pursuant to this Section 6.1 above4, the Holder Purchaser shall surrender this Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall, as soon as practicable but in no event more than three (3) business days thereafter, issue and deliver to such Holder the Purchaser at such principal office a certificate or certificates for the number of shares of such Common Stock Stock, to which the Holder Purchaser shall be entitled upon such conversion (the “Conversion Shares”) (bearing such legends as are required by the Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder Purchaser is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described above. In the event of any conversion of this Note pursuant addition to Section 6.1 above, such conversion shall be deemed to have been made immediately prior to the closing of the issuance and sale of such Company Common Stock and on and after such date the Holder of this Note entitled to receive the shares of such Company Common Stock issuable upon such conversion shall be treated for all purpose as the record Holder of such shares and a purchaser of such shares under the Purchase Agreement and shall be bound by the terms of the Purchase Agreement. Upon conversion of this Note, the Company shall be forever released from all its obligations and liabilities other available remedies at law or in equity or otherwise under this Note, except if the Company fails to deliver certificates for the Conversion Shares (together with any other securities and property to which the Purchaser is entitled upon conversion of the Note under the terms of this Note) within three (3) business days after receipt of the Conversion Notice and the Note, then the Company shall pay to the holder in cash a penalty (the “Penalty”) equal to 1% of the number of Conversion Shares multiplied by the Current Market Price (as defined in the Warrant of even date herewith) for each day that the Company fails to deliver certificates for the Conversion Shares (together with any other securities and property to which the Purchaser is entitled upon conversion of the Note under the terms of this Note). The Penalty shall be obligated paid to pay the Holder, within ten holder by the third (l03rd) days after day of the date of such conversion, any interest accrued and unpaid or unconverted to and including month following the date of such conversion, and no moremonth in which it has accrued.

Mechanics and Effect of Conversion. No fractional shares of Company Common Stock Shares shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares Shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder Holder, when it is due, the amount of outstanding principal that is not so converted and shall pay all accrued but unpaid interest thereof not converted, such payment to be in the form as provided below. Upon the conversion of this Note pursuant to Section 6.1 4(a) above, the Holder shall surrender this Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall, as soon as practicable thereafter, issue and deliver to such Holder at such principal office a certificate or certificates for evidencing the number of shares Shares of such Common Stock to which the Holder shall be entitled upon such conversion (bearing such legends as are required by the Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable for unpaid and accrued interest and for fractional shares as described above. In the event of any conversion of this Note pursuant to Section 6.1 4(a) above, such conversion shall be deemed to have been made immediately prior to the closing of the issuance and sale of such Company Common Stock and on and after such date the Holder of this Note is entitled to receive the shares of such Company Common Stock issuable upon such conversion and shall be treated for all purpose purposes as the record Holder holder of such shares and a purchaser of such shares under the Purchase Agreement and shall be bound by the terms of the Purchase Agreementshares. Upon conversion of this Note, then the Note shall be irrevocably extinguished and the Company shall be forever released from all its obligations and liabilities under this Note, except that the Company shall be obligated to pay the Holder, Holder within ten (l010) days after the date of such conversionconversion any cash amounts resulting from fractional shares as described above, and any unpaid and accrued interest accrued and unpaid or unconverted to and including the date of such conversion, and no more.

Mechanics and Effect of Conversion. No fractional Fractional shares of Company Common Stock shall not be issued upon the conversion of this Note. In lieu of the Company issuing Note but in any fractional shares to case where the Holder would otherwise be entitled under the terms hereof to receive a fractional share upon the complete conversion of this Note, the Company shall shall, upon the conversion of this Note for the largest number of whole shares then called for, pay a sum in cash equal to the Holder excess of the amount value of outstanding principal that is not so converted, such payment to fractional share (determined in such reasonable manner as may be prescribed in good faith by the form as provided belowBoard of Directors of the Company) over the Conversion Price for such fractional share. Upon the conversion of this Note pursuant to Section 6.1 4.1 above, the Holder shall surrender this Note, duly endorsed, at to the principal office of the Company. At its expense, the Company shall, as soon as practicable thereafter, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares Shares of such Common Stock to which the Holder shall be entitled upon such conversion (bearing such legends as are required by the Purchase Agreement this Note and applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described above. In the event of any conversion of this Note pursuant to Section 6.1 4.1 above, such conversion shall be deemed to have been made immediately prior to the closing of the issuance and sale of such Company Common Stock and on and after such date the Holder of this Note entitled to receive the shares Shares of such Company Common Stock issuable upon such conversion shall be treated for all purpose as the record Holder of such shares and a purchaser of such shares under the Purchase Agreement and shall be bound by the terms of the Purchase Agreement. Upon conversion of this NoteShares, the Company shall be forever released from all its obligations and liabilities under this Note, except that the Company shall be obligated to pay the Holder, Holder within ten thirty (l030) days after the date of such conversion, any interest accrued and unpaid or unconverted to and including the date of such conversion, and no more.

Mechanics and Effect of Conversion. Upon conversion of this Note, any interest payable in respect of the Principal Amount shall be immediately forgiven and shall not converted into New Preferred Stock, Series C Preferred Stock or any other shares of the capital stock of the Company. No fractional shares of Company Common Stock shall the Company’s capital stock will be issued upon conversion of this the Note. In lieu of the Company issuing any fractional shares share to the which Holder upon the conversion of this Notewould otherwise be entitled, the Company shall will pay to the Holder in cash the amount of outstanding the unconverted principal balance of the Note that is not so converted, would otherwise be converted into such payment to be in the form as provided belowfractional share. Upon the conversion of this the Note pursuant to this Section 6.1 above, the 3. Holder shall surrender this the Note, duly endorsed, at the principal office offices of the CompanyCompany or any transfer agent of the Company (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement reasonably acceptable to the Company whereby the Holder agrees to indemnify the Company from any loss incurred by it in connection with this Note); provided, that upon conversion pursuant hereto, this Note shall be deemed cancelled and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. At its expense, the Company shallwill, as soon as practicable and in any event within ten (10) days thereafter, issue and deliver to such Holder Holder, at such Holder’s principal office office, a certificate or certificates for the number of shares of such Common Stock to which the Holder shall be entitled upon such conversion (bearing such legends as are required by the Purchase Agreement and applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Noteconversion, including and a check payable to the Holder for any cash amounts payable as described above. In the event of any conversion of this Note pursuant to Section 6.1 above, such conversion shall be deemed to have been made immediately prior to the closing of the issuance and sale of such Company Common Stock and on and after such date the Holder of this Note entitled to receive the shares of such Company Common Stock issuable upon such conversion shall be treated for all purpose as the record Holder of such shares and a purchaser of such shares under the Purchase Agreement and shall be bound by the terms of the Purchase Agreementherein. Upon conversion of this Note, the Company shall will be forever released from all of its obligations and liabilities under this NoteNote with regard to the Principal Amount being converted and any interest which has accrued thereon, except that including without limitation the Company shall be obligated obligation to pay such portion of the Holder, within ten (l0) days after the date of such conversion, Principal Amount and any interest accrued and unpaid or unconverted to and including the date of such conversion, and no moreinterest.