Common use of Procedure for Conversion Clause in Contracts

Procedure for Conversion. Upon the conversion in whole or in part of this Note into Equity Securities or Common Stock of the Company (as applicable), the Holder shall surrender this Note to the Company and deliver to the Company any documentation reasonably required by the Company (including, in the case of an Offering, all financing documents executed by the Investors in connection with such Offering). The Company shall not be required to issue or deliver the Equity Securities or Common Stock of the Company (as applicable) into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation. The Company shall, as soon as practicable after the surrender of this Note and delivery to the Company of such documentation deliver to the Holder (i) a certificate or certificates for the number of shares of Equity Securities or Common Stock of the Company (as applicable) into which this Note is convertible in whole or in part, rounded downward to the nearest whole share and cash for the amounts not so converted as a result of the above-referenced downward rounding, registered in the name of such Investor or registered nominee or assignee and (ii) to the extent the Holder has converted only a portion of the outstanding principal amount of this Note, a replacement Note for the outstanding principal amount of this Note not converted. Upon the conversion in full or in part of this Note into Equity Securities or Common Stock of the Company (as applicable) pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder cash equal to such fraction multiplied by the price at which this Note converts. Upon conversion of this Note in full or in part and payment of cash representing any fractional share pursuant to this Section 2(c), the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, whether or not the original of this Note has been delivered to the Company for cancellation.

Procedure for Conversion. Upon the (i) In order to effect an optional conversion in whole or in part of this Note into Equity Securities or Common Stock of the Company (as applicablean "Optional Conversion"), the Holder registered owner shall surrender this Note to the Company and deliver at its main office, accompanied by written notice to the Company any documentation reasonably required by that such owner elects to convert the Company entire or some designated portion of this Note. Such notice shall also state the name or names (includingwith addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. (ii) As promptly as practicable after the receipt of such notice and surrender of this Note as aforesaid, or in the case of an Offering, all financing documents executed by the Investors in connection with such Offering). The Company shall not be required to issue or deliver the Equity Securities or Common Stock of the Company (as applicable) into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation. The Company shallAutomatic Conversion, as soon promptly as is practicable after the surrender closing of this Note and delivery to the Qualified Public Offering, the Company of such documentation shall issue and deliver to the Holder (i) registered owner, or as otherwise specified on his written order, a certificate or certificates for the number of full shares of Equity Securities or Common Stock of issuable upon the Company (as applicable) into which this Note is convertible in whole or in part, rounded downward to the nearest whole share and cash for the amounts not so converted as a result of the above-referenced downward rounding, registered in the name of such Investor or registered nominee or assignee and (ii) to the extent the Holder has converted only a portion of the outstanding principal amount of this Note, a replacement Note for the outstanding principal amount of this Note not converted. Upon the conversion in full or in part of this Note into Equity Securities or Common Stock of the Company (as applicable) pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder cash equal to such fraction multiplied by the price at which this Note converts. Upon conversion of this Note (or, in full or in part and the case of an Optional Conversion, specified portion hereof). In the event of a Conversion, the Borrower will not be obligated to make any cash payment of cash representing any fractional share pursuant outstanding principal or interest hereunder. (iii) An Optional Conversion shall be deemed to this Section 2(c), have been effected at the close of business on the date on which such notice shall have been received by the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall have been surrendered as aforesaid. If this Note is converted in part only, upon such conversion the Company shall execute and deliver to the Note Holder, at the expense of the Company, a new Note of authorized denominations in principal amount equal to the unconverted portion of this Note. (iv) In the event of Automatic Conversion upon a Qualified Public Offering, the conversion shall be deemed to have occurred automatically at the closing of no further force or effect, whether or not such Qualified Public Offering. (v) No fractional shares shall be issued upon conversion of any Note and any portion of the original of this Note has been delivered principal hereof that would otherwise be convertible into a fractional share shall be paid in cash equal to the Company for cancellationfair market value of such fraction on the date of conversion (as determined by the Board of Directors).

Procedure for Conversion. Upon In order to exercise the conversion in whole or in part of this Note into Equity Securities or Common Stock of the Company (as applicable)privilege, the Holder registered owner shall surrender this Note to the Company at its main office, accompanied by written notice to the Company that such owner elects to convert the total amount due under this Note and an opinion of counsel in form and substance satisfactory to the Company that the issuance of shares of Common Stock upon such conversion has been registered under the 1933 Act and registered or qualified as necessary under applicable state securities laws, or that such registration and qualification are not required. As promptly as practicable after the receipt of such notice and opinion and surrender of this Note as aforesaid, the Company shall issue and deliver to the Company any documentation reasonably required by the Company (including, in the case of an Offering, all financing documents executed by the Investors in connection with such Offering). The Company shall not be required to issue or deliver the Equity Securities or Common Stock of the Company (as applicable) into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation. The Company shall, as soon as practicable after the surrender of this Note and delivery to the Company of such documentation deliver to the Holder (i) registered owner a certificate or certificates for the number of full shares of Equity Securities or Common Stock issuable upon the conversion of this Note (or specified portion hereof). Such conversion shall be deemed to have been effected at the close of business on the date on which such notice shall have been received by the Company (and this Note shall have been surrendered as applicable) into which aforesaid. If this Note is convertible converted in whole or in partpart only, rounded downward upon such conversion the Company shall execute and deliver to the nearest whole Payee, at the expense of the Company, a new Note in principal amount equal to the unconverted portion of this Note. No fractional shares shall be issued upon conversion of this Note and any portion of the principal or interest hereof that would otherwise be convertible into a fractional share shall be paid in cash. The Company shall at all times reserve and cash for keep available a number of its authorized but unissued shares of Common Stock sufficient to permit the amounts not so converted exercise in full by the registered owner of this Note of its conversion rights hereunder. Notwithstanding the foregoing, in no event shall this Note be convertible into Common Stock if, as a result of such conversion, the above-referenced downward rounding, registered aggregate amount of Common Stock that would be issued pursuant to the Notes (as such term is defined in the name of such Investor or registered nominee or assignee and (iiPurchase Agreement, as defined herein) to the extent the Holder has converted only a portion exceeds 19.9% of the issued and outstanding principal amount Common Stock as of June 28, 1996, unless approval by the Company's stockholders has been obtained. In addition, if the approval of the Company's stockholders referred to in the immediately preceding sentence has not been obtained by the time this NoteNote would otherwise be convertible as provided above, a replacement Note for the outstanding principal amount registered owner of this Note not converted. Upon the conversion in full or may convert this Note in part on the terms and conditions set forth in this section entitled "Conversion" (with the written notice of conversion to specify the amount to be converted); PROVIDED, HOWEVER, that if the registered holder of this Note into Equity Securities or Common Stock of the Company (as applicable) converts this Note in part pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitledthis sentence, the Company registered holder shall pay present to Buyer for conversion the Holder cash equal to such fraction multiplied by Note representing the price at which this Note converts. Upon conversion unconverted balance of this Note within ten (10) days following receipt of written notice from Buyer that the stockholders consent referred to in full or in part and payment of cash representing any fractional share pursuant to this Section 2(c), the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, whether or not the original of this Note immediately preceding sentence has been delivered to the Company for cancellationobtained.

Procedure for Conversion. Upon the If a conversion of Perpetual Preferred Stock occurs in whole connection with a Qualified Public Offering or in part an Extraordinary Transaction, all outstanding shares of this Note Perpetual Preferred Stock shall be deemed to have been converted into Equity Securities or shares of Common Stock of immediately prior thereto, provided that the Company (Corporation shall make appropriate provisions for the Common Stock issued upon such conversion to be treated on the same basis as applicable), the Holder shall surrender this Note to the Company and deliver to the Company any documentation reasonably all other Common Stock in such transaction. If required by the Company Corporation, each holder of Perpetual Preferred Stock shall surrender the certificate or certificates representing its Perpetual Preferred Stock, duly assigned or endorsed for transfer to the Corporation (includingor accompanied by duly executed stock powers relating thereto), at the principal executive office of the Corporation or the offices of the transfer agent for the Perpetual Preferred Stock or such office or offices in the case continental United States of an Offering, all financing documents executed agent for conversion as may from time to time be designated by notice to the holders of the Perpetual Preferred Stock by the Investors in connection Corporation, or shall deliver an Affidavit of Loss with respect to such Offering)certificates. The Company Upon surrender of a certificate representing Perpetual Preferred Stock for conversion, or delivery of an Affidavit of Loss, the Corporation shall not be required to issue and send by hand delivery, by courier or deliver the Equity Securities or Common Stock of the Company by first class mail (as applicablepostage prepaid) into which this Note may convert until the Holder has surrendered this Note to the Company and delivered holder thereof or to such holder's designee, at the Company any address designated by such documentation. The Company shallholder, as soon as practicable after the surrender of this Note and delivery to the Company of such documentation deliver to the Holder (i) a certificate or certificates for the number of shares of Equity Securities or Common Stock to which such holder shall be entitled. The issuance of the Company (as applicable) into which this Note is convertible in whole or in part, rounded downward certificates for Common Stock upon conversion of Perpetual Preferred Stock will be made without charge to the nearest whole share and cash for the amounts not so converted as a result of the above-referenced downward rounding, registered in the name holders of such Investor shares for any issuance tax in respect thereof or registered nominee or assignee and (ii) to the extent the Holder has converted only a portion of the outstanding principal amount of this Note, a replacement Note for the outstanding principal amount of this Note not converted. Upon the conversion in full or in part of this Note into Equity Securities or Common Stock of the Company (as applicable) pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder cash equal to such fraction multiplied other costs incurred by the price at which this Note converts. Upon Corporation in connection with such conversion and the related issuance of this Note in full or in part and payment of cash representing any fractional share pursuant to this Section 2(c), the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, whether or not the original of this Note has been delivered to the Company for cancellationsuch stock.

Procedure for Conversion. Upon the In connection with any conversion in whole or in part of this Note into Equity Securities or Common Stock capital stock of the Company (as applicable)Company, the Holder shall surrender this Note to the Company and deliver to the Company any documentation reasonably required by the Company (including, in which shall be limited to the case of an Offering, all financing documents executed by the Investors holders of the Company’s common stock and, if and as applicable, of then most senior equity security of the Company into which this Note shall convert into, such as executing and delivering a counterpart signature page making such signatory a party to (i) that certain Voting Agreement among the Company and certain stockholders of the Company, dated as of August 27, 2024, (ii) that certain Right of First Refusal Agreement among the Company and certain stockholders of the Company, dated as of August 27, 2024 and (iii) that certain Investors’ Rights Agreement among the Company and certain stockholders of the Company, dated as of August 27, 2024, in connection with such Offeringeach case as amended, restated or supplemented). The Company shall not be required to issue or deliver the Equity Securities or Common Stock of the Company (as applicable) capital stock into which this Note may convert (nor certificates or book entry evidencing such capital stock) until (y) the Holder has surrendered this Note to the Company and delivered to the Company any such documentationdocumentation and (z) the expiration or termination of any applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”). The Company shall, as soon as practicable after the surrender of this Note and delivery to the Company of such documentation deliver to the Holder (i) a certificate or certificates for the number of No fractional shares of Equity Securities or Common Stock of capital stock will be issued upon the Company (as applicable) into which this Note is convertible in whole or in part, rounded downward to the nearest whole share and cash for the amounts not so converted as a result of the above-referenced downward rounding, registered in the name of such Investor or registered nominee or assignee and (ii) to the extent the Holder has converted only a portion of the outstanding principal amount conversion of this Note, a replacement Note for the outstanding principal amount of this Note not converted. Upon the conversion in full or in part of this Note into Equity Securities or Common Stock of the Company (as applicable) capital stock pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder cash equal to such fraction multiplied by the price at which this Note converts. Upon In connection with any conversion of this Note in full or in part and payment into capital stock of cash representing any fractional share the Company pursuant to this Section 2(c)the terms hereof, following the valid issuance of such capital stock to the Holder, the Company shall will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the principal amount and this Note shall be deemed accrued interest being converted, including without limitation the obligation to pay such portion of no further force or effect, whether or not the original of this Note has been delivered to the Company for cancellationprincipal amount and accrued interest.

Procedure for Conversion. Upon In order to exercise the conversion in whole or in part of this Note into Equity Securities or Common Stock of the Company (as applicable)privilege, the Holder registered owner shall surrender this Note to the Company at its main office, accompanied by written notice to the Company that such owner elects to convert the total amount due under this Note and an opinion of counsel in form and substance satisfactory to the Company that the issuance of shares of Common Stock upon such conversion has been registered under the 1933 Act and registered or qualified as necessary under applicable state securities laws, or that such registration and qualification are not required. As promptly as practicable after the receipt of such notice and opinion and surrender of this Note as aforesaid, the Company shall issue and deliver to the Company any documentation reasonably required by the Company (including, in the case of an Offering, all financing documents executed by the Investors in connection with such Offering). The Company shall not be required to issue or deliver the Equity Securities or Common Stock of the Company (as applicable) into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation. The Company shall, as soon as practicable after the surrender of this Note and delivery to the Company of such documentation deliver to the Holder (i) registered owner a certificate or certificates for the number of full shares of Equity Securities or Common Stock issuable upon the conversion of this Note (or specified portion hereof). Such conversion shall be deemed to have been effected at the close of business on the date on which such notice shall have been received by the Company (and this Note shall have been surrendered as applicable) into which aforesaid. If this Note is convertible converted in whole or in partpart only, rounded downward upon such conversion the Company shall execute and deliver to the nearest whole Payee, at the expense of the Company, a new Note in principal amount equal to the unconverted portion of this Note. No fractional shares shall be issued upon conversion of this Note and any portion of the principal or interest hereof that would otherwise be convertible into a fractional share shall be paid in cash. The Company shall at all times reserve and cash for keep available a number of its authorized but unissued shares of Common Stock sufficient to permit the amounts not so converted exercise in full by the registered owner of this Note of its conversion rights hereunder. Notwithstanding the foregoing, in no event shall this Note be convertible into Common Stock if, as a result of such conversion, the above-referenced downward rounding, registered aggregate amount of Common Stock that would be issued pursuant to the Notes (as such term is defined in the name of such Investor or registered nominee or assignee and (iiPurchase Agreement, as defined herein) to the extent the Holder has converted only a portion exceeds 19.9% of the issued and outstanding principal amount Common Stock as of June 28, 1996, unless approval by the Company's stockholders has been obtained. In addition, if the approval of the Company's stockholders referred to in the immediately preceding sentence has not been obtained by the time this NoteNote would otherwise be convertible as provided above, a replacement Note for the outstanding principal amount registered owner of this Note not converted. Upon the conversion in full or may convert this Note in part on the terms and conditions set forth in this section entitled "Conversion" (with the written notice of conversion to specify the amount to be converted); PROVIDED, HOWEVER, that if the registered holder of this Note into Equity Securities or Common Stock of the Company (as applicable) converts this Note in part pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitledthis sentence, the Company registered holder shall pay present to Buyer for conversion the Holder cash equal to such fraction multiplied by Note representing the price at which this Note converts. Upon conversion unconverted balance of this Note within ten (10) days following receipt of written notice from Buyer that the stockholders consent referred to in full the immediately preceding sentence has been obtained. Default -------- In case of the failure to pay, when due, the principal, any interest, or in part any other sum payable hereunder, and continuance of such failure for five (5) business days after the date on which such principal, interest or other sum is due (whether upon maturity hereof, upon any installment payment of cash representing date, upon any fractional share pursuant to this Section 2(cprepayment date, upon acceleration, or otherwise), the Company shall be forever released from all its obligations and liabilities under Payee may declare this Note to be due and this Note shall be deemed of no further force or effect, whether or not the original of this Note has been delivered to the Company for cancellationpayable in full.

Procedure for Conversion. Upon (i) A holder of Series A Shares subject to conversion under this Article 3.8 shall transmit by facsimile, or otherwise deliver, a notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) duly and properly completed and executed by the holder of Series A Shares subject to such conversion to the Corporation and to the designated transfer agent (the “Transfer Agent”) for the Common Shares and, subject to Article 3.8(n), shall surrender the certificate or certificates representing the shares being converted to the Corporation at its principal office (which certificate or certificates shall, if required by the Corporation, have the transfer form on the back thereof duly endorsed in such manner as may be required by the Corporation or be accompanied by such instruments of transfer or appropriate share transfer power acceptable to the Corporation duly endorsed in such manner as may be required by the Corporation). Subject to compliance by the holder with the conditions specified above and, if applicable, in Article 3.8(h)(ii), upon receipt by the Corporation of such a Conversion Notice, the Corporation shall, as soon as practicable, but in any event within two Business Days, send via facsimile, a confirmation of receipt of such Conversion Notice to such holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice and issue Common Shares in connection with such conversion. (ii) If a holder of Series A Shares subject to conversion under this Article 3.8 wishes that any Common Shares deliverable in connection with the conversion be issued to, registered in whole the name of, or in part of this Note into Equity Securities or Common Stock delivered to, any person other than the holder of the Company Series A Shares converted, the holder must deliver to the Corporation written notice in form and execution satisfactory to the Corporation directing the Corporation to arrange for the registration of such Common Shares in some other name or names (the “Transferee” or “Transferees”) and stating the name and addresses of the Transferee or Transferees in which a certificate or certificates or other appropriate instruments evidencing the shares or other property to which such holder is entitled upon such conversion is to be registered. In such event, if required by any applicable law or by the Corporation, such notice shall be accompanied by a written declaration as applicableto the residence and share ownership status of the Transferee or Transferees and such other matters as may be required by such law or the Corporation in order to determine the entitlement of such Transferee or Transferees to such Common Shares. The holder of Series A Shares shall (A) pay any applicable security transfer taxes including, without limitation, any documentary, stamp, transfer or other taxes that may be payable in respect of any transfer involved in the issuance or delivery of any shares or securities to any person other than the holder of Series A Shares or (B) shall provide the Corporation evidence satisfactory to the Corporation that such taxes, if any, have been paid. (iii) All declared and unpaid dividends payable on any Series A Shares converted pursuant to this Article 3.8 during the period from the close of business on any record date for the payment of such dividend on such shares to the opening of business on the date of payment of such dividend shall be payable to the holder of record of such shares as of such record date notwithstanding such conversion. (iv) Effective upon (A) in respect of Article 3.8(a), the date specified in the Holder Conversion Notice, subject to compliance by such holder with the other conditions specified above; or (B) in respect of Article 3.8(c), the date specified in the Corporation Conversion Notice; or (C) in respect of Article 3.8(e), the date of the Change of Control (and contingent upon the consummation of such Change of Control) causing the automatic conversion (each of (A), (B), or (C), a “conversion date”), the Series A Shares to be converted shall surrender this Note be converted. Such conversion shall be deemed to have been made as of the close of business on such conversion date (except in respect of a conversion pursuant to Article 3.8(e), which shall be effective immediately prior to the Company completion of the Change of Control) or at such other time as the Board may in good faith determine and deliver as may be approved by holders holding not less than a majority of the aggregate Series A Shares then outstanding, being no later than the close of business on such date, and the holder of the Series A Shares converted (or, if applicable, subject to the Company any documentation reasonably required compliance by the Company holder with the conditions specified above prior to such time, the Transferee or Transferees directed by the holder) shall be deemed to have become and treated for all purposes as a holder or holders of record of Common Shares (includingor, in the case of an Offeringsecurities or property not in registered form, all financing documents executed by the Investors owner or owners) on such applicable conversion date, notwithstanding any delay in connection with such Offering). The Company shall not be required to issue or deliver the Equity Securities or Common Stock delivery of the Company (as applicable) into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation. The Company shall, as soon as practicable after the surrender of this Note and delivery to the Company of such documentation deliver to the Holder (i) a certificate or certificates for representing the Common Shares into which such Series A Shares have been converted, and the rights of the holder of such converted Series A Shares shall cease. (v) Subject to compliance by the holder with the conditions specified above, as promptly as practicable after (but in no event later than two Business Days after) the later of (A) the date of receipt by the Transfer Agent of the confirmation of receipt of a Conversion Notice as contemplated in Article 3.8(h)(i) and (B) the conversion date, the Corporation shall deliver or cause to be delivered to the holder of the Series A Shares converted or, if applicable, subject to compliance by the holder with the conditions specified above, the Transferee or Transferees directed by the holder, at the address specified in the Conversion Notice, a certificate or certificates evidencing the number of shares of Equity Securities whole Common Shares, or Common Stock of the Company (other securities and property to which such person or persons shall be entitled as applicable) into which this Note is convertible in whole or in partprovided herein, rounded downward to the nearest whole share and cash for the amounts not so converted as a result of the above-referenced downward rounding, registered described in the name of such Investor or registered nominee or assignee and (ii) to the extent the Holder has converted only a portion of the outstanding principal amount of this Note, a replacement Note for the outstanding principal amount of this Note not convertedArticle 3.8(h)(iii). Upon the conversion in full or in part of this Note into Equity Securities or Common Stock of the Company (as applicable) pursuant to the terms hereofAlternatively, in lieu of any fractional shares to which the Holder would otherwise be entitledsuch delivery of a share certificate representing such Common Shares, the Company shall pay Corporation may arrange to have the Holder cash equal to such fraction multiplied by Transfer Agent credit the price at which this Note converts. Upon number of Common Shares issued upon conversion of this Note in full or in part and payment of cash representing any fractional share pursuant to this Section 2(c), the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, whether or not the original of this Note has been delivered to the applicable balance account of the holder or its designee at The Depository Trust Company for cancellationas specified in the Conversion Notice.

Procedure for Conversion. Upon (a) A Noteholder shall provide the conversion in whole Company with ten (10) days irrevocable notice of its intent to convert. If the Company does not prepay the Note during such notice period, the Noteholder shall exercise its right to convert by surrendering its Note at the office of Company (or such office or agency of Company as it may designate) duly endorsed to Company or in part blank, or accompanied by proper instruments of transfer to Company or in blank, accompanied by written notice to Company that the Noteholder elects so to convert its Note into shares of Common Stock in accordance with the provisions of this Article 3. The notice shall specify the principal amount of the Note into Equity Securities to be converted and the name or names in which the Noteholder wishes the certificate or certificates for Common Stock to be issued. Every such notice of election to convert shall be effective on the date received by Company (as applicable)and shall constitute a contract between the Noteholder and Company, whereby the Holder Noteholder shall surrender this be deemed to subscribe for the amount of Common Stock which it shall be entitled to receive upon such conversion, and, in satisfaction of such subscription, to deposit the Note to the extent of the principal amount to be converted and to release Company from all liability thereunder (except to deliver the shares deliverable upon conversion), and deliver to the Company any documentation reasonably required by the Company (including, in the case of an Offering, all financing documents executed by the Investors in connection with such Offering). The thereby Company shall not be required deemed to issue or deliver agree that the Equity Securities or extinguishment of liability (except as aforesaid), shall constitute full payment of such subscription for Common Stock of the to be delivered upon such conversion. (b) Company (as applicable) into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation. The Company shall, shall as soon as practicable after such deposit accompanied by the surrender written notice and the statement above prescribed deliver at the office of this Note and delivery Company to the Company of such documentation deliver converting Noteholder or to the Holder (i) its nominee or nominees, a certificate or certificates for the number of full shares of Equity Securities or Common Stock to which such Noteholder shall be entitled, together with a cash adjustment of any fraction of a share as hereinafter provided, if not evenly convertible, and, if less then the Company (as applicable) into which this Note is convertible in whole or in part, rounded downward to the nearest whole share and cash for the amounts not so converted as a result of the above-referenced downward rounding, registered in the name of such Investor or registered nominee or assignee and (ii) to the extent the Holder has converted only a portion of the outstanding entire principal amount of this Notea Note is converted, a replacement new Note for the outstanding principal amount note so converted, dated as of the last preceding date to which interest shall have been paid. Subject to the following provisions of this paragraph, such conversion shall be deemed to have been made as of the date of such surrender of a Note not converted. Upon and at the conversion Conversion Price in full effect at the date of such surrender; and the person or in part of this Note into Equity Securities or persons entitled to receive the Common Stock of the Company (as applicable) pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder cash equal to such fraction multiplied by the price at which this Note converts. Upon deliverable upon conversion of this Note in full or in part and payment of cash representing any fractional share pursuant to this Section 2(c), the Company shall be forever released from all its obligations and liabilities under this Note and this a Note shall be deemed treated for all purposes as the record holder or holders of no further force such Common Stock on such date. Company shall not be required to convert a Note or effectany portion hereof while the stock transfer books of Company are closed for any purpose; but the surrender of a Note for conversion during any period while such books are so closed shall become effective for conversion immediately upon reopening of such books, whether or not as if the original conversion had been made on the date a Note were surrendered, and at the Conversion Price in effect at the date of this Note has been delivered to the Company for cancellationsuch surrender.