Common use of Mechanics and Effect of Conversion Clause in Contracts

Mechanics and Effect of Conversion. No fractional shares of 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 outstanding that is not so converted, such payment to be in made by Company check in an amount equal to the fractional share multiplied by the Conversion Price. At its expense, the Company shall, as soon as practicable following conversion of this Note and surrender of this Note to the Company, issue and deliver to the Holder at its principal office a certificate or certificates for the number of shares of Common Stock to which the Holder shall be entitled upon such conversion (bearing such legends as are required by any applicable purchase documents 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. 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 (10) days after the date of such conversion, the cash equivalent of any fractional shares that otherwise would have been issued upon such conversion, and no more.

Mechanics and Effect of Conversion. No fractional shares ADS of Common Stock shall the Company will be issued upon 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 will pay to the Holder in cash the amount outstanding of the unconverted principal and interest balance of this Note that is not so convertedwould otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 2, such payment to be in made by the Holder shall surrender this Note (or a Lost Note Affidavit), duly endorsed, at the principal offices of the Company check in an amount equal to or any transfer agent of the fractional share multiplied Company and sign all applicable documents, including any requested by the Conversion PriceCompany to evidence the conversion of the Note into ADA. At its expense, the Company shallwill, as soon as practicable following conversion thereafter, cause the issuance of this Note and surrender of this Note delivery to the Companysuch Holder, issue and deliver to the Holder at its such principal office office, a certificate or certificates for the number of shares of Common Stock ADS to which the such Holder shall be is entitled upon such conversion (bearing such legends as are required by any applicable purchase documents and applicable state and federal securities laws in the opinion of counsel to the Company)conversion, 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 aboveherein. Upon conversion of this Note, the Company shall will be forever released from all of its obligations and liabilities under this Note, except Note with regard to that portion of the Company shall be obligated principal amount and accrued interest being converted including without limitation the obligation to pay such portion of the Holder, within ten (10) days after the date of such conversion, the cash equivalent of any fractional shares that otherwise would have been issued upon such conversion, principal amount and no moreaccrued interest.

Mechanics and Effect of Conversion. No fractional shares of Common Stock shall the Company’s capital stock will be issued upon 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 will pay to the Holder in cash the amount outstanding of the unconverted principal and interest balance of this Note that is not so convertedwould otherwise be converted into such fractional share. To convert the Note on any date (a “Conversion Date”), the Holder shall (i) transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York time, on such payment to be date, a copy of an executed notice of conversion in made by Company check in an amount equal the form attached hereto as Exhibit A (the “Conversion Notice”) to the fractional share multiplied by Company, and (ii) surrender this Note to the Conversion PriceCompany as soon as practicable on such date. Upon conversion of this Note pursuant to this Section 3, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company shallwill, as soon as practicable following conversion of this Note and surrender of this Note to the Companythereafter, issue and deliver to the Holder such Holder, at its such principal office office, a certificate or certificates for the number of shares of Common Stock to which the such Holder shall be is entitled upon such conversion (bearing such legends as are required by any applicable purchase documents and applicable state and federal securities laws in the opinion of counsel to the Company)conversion, 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 aboveherein. Upon conversion of this Note, the Company shall will be forever released from all of its obligations and liabilities under this Note, except Note with regard to that portion of the Company shall be obligated principal amount and accrued interest being converted including without limitation the obligation to pay such portion of the Holder, within ten (10) days after the date of such conversion, the cash equivalent of any fractional shares that otherwise would have been issued upon such conversion, principal amount and no moreaccrued interest.