Common use of Conversion Procedure Clause in Contracts

Conversion Procedure. If this Note is to be automatically converted pursuant to Section 4(a), the Company shall deliver written notice (the “Conversion Notice”) to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor that the Company has elected to cause this Note to be converted pursuant to Section 4(a) hereof and specifying (a) the Conversion Price, (b) the principal amount of the Note, together with all accrued and unpaid interest, (c) the date on which such conversion is expected to occur (the date and time such conversion actually occurs, the “Conversion Date”) and (d) calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Investor agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) on or prior to the Conversion Date for cancellation; provided, however, that upon the Conversion Date, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter (but in any event within ten (10) business days), issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(b)(ii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the Conversion Date and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

Conversion Procedure. If this Note is to be automatically converted pursuant to Section 4(a), the Company shall deliver written notice (the “Conversion Notice”) to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor that the Company has elected to cause this Note to be converted pursuant to Section 4(a) hereof and specifying (a) the Conversion Price, (b) the principal amount of the To convert a 2037 Note, together with all accrued and unpaid interest, (c) a Holder must satisfy the requirements set forth under the caption “Conversion” in the 2037 Note. The date on which such conversion the Holder satisfies all of those requirements is expected to occur (the date and time such conversion actually occurs, the “Conversion Date”) and (d) calling upon such Investor to surrender .” The Company shall deliver the Conversion Proceeds to the CompanyHolder through a Conversion Agent on the third Trading Day following the final VWAP Trading Day of the Conversion Period. Anything herein to the contrary notwithstanding, in the manner case of Global Securities, conversion notices may be delivered and at such 2037 Notes may be surrendered for conversion in accordance with the place designated, applicable procedures of the NoteDepositary as in effect from time to time. Investor agrees The Person in whose name any Ordinary Shares are registered shall be deemed to deliver the original be a shareholder of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) record on or prior to the Conversion Date for cancellationDate; provided, however, that no surrender of a 2037 Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive Ordinary Shares upon such conversion as the record holder or holders of such Ordinary Shares on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such Ordinary Shares as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Date, this Rate in effect on the date that such 2037 Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a 2037 Note, such Person shall no longer be deemed converted and a Holder of no further force and effectsuch 2037 Note. No payment or adjustment will be made for dividends on, whether or not it is delivered for cancellation other distributions with respect to, any Ordinary Shares except as set forth provided in this sentenceArticle Eleven. The Company shall, as soon as practicable thereafter (but in any event within ten (10) business days), issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(b)(ii). Any On conversion of this a 2037 Note, accrued interest with respect to the converted 2037 Note pursuant to Section 4(a) shall not be cancelled, extinguished or forfeited, but rather shall be deemed to have been made be paid in full to the Holder thereof through delivery of the Conversion Proceeds in exchange for the 2037 Note being converted pursuant to the provisions hereof. Upon surrender of a 2037 Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new 2037 Note equal in Principal Amount to the Principal Amount of the unconverted portion of the 2037 Note surrendered. 2037 Notes or portions thereof surrendered for conversion after the close of business on any Regular Record Date immediately preceding any Interest Payment Date and prior to the Conversion opening of business on such Interest Payment Date shall (unless such 2037 Notes or portions thereof have been called for redemption on a Redemption Date within such period) be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date on the Principal Amount of 2037 Notes or portions thereof being surrendered for conversion, and such interest payable on such Interest Payment Date shall be payable to the registered Holder notwithstanding the conversion of such 2037 Note; provided, however, that no such payment need be made (1) if the Company has specified a Fundamental Change Purchase Date following a Fundamental Change that is after the Regular Record Date and on or prior to the next succeeding Interest Payment Date, (2) only to the extent of overdue interest, if any overdue interest exists at the date of conversion with respect to a 2037 Note, (3) if the 2037 Note is surrendered for conversion after the Regular Record Date immediately preceding the Stated Maturity of the 2037 Note, or (4) if the 2037 Note is surrendered in connection with a call for redemption with a Redemption Date that is after the Regular Record Date and after such date on or prior to the Persons entitled next succeeding Interest Payment Date. No other payments or adjustments for interest, or any dividends with respect to receive the shares issuable any Ordinary Shares, will be made upon such conversion shall be treated for all purposes as the record holder of such sharesconversion.

Conversion Procedure. If this Note is to All Holders shall be automatically converted pursuant to Section 4(a), the Company shall deliver sent written notice (the “Conversion Notice”) to Investor at the address last shown on the records of the Company Mandatory Conversion Date and the place designated for Investor or given by Investor the Mandatory Conversion, not less than ten (10) days prior to the Company for the purpose of notice, notifying Investor that the Company has elected to cause this Note to be converted pursuant to Section 4(a) hereof and specifying (a) the Conversion Price, (b) the principal amount of the Note, together with all accrued and unpaid interest, (c) the date on which such conversion is expected to occur (the anticipated date and time thereof. Upon receipt of such conversion actually occursnotice, the “Conversion Date”) and each Holder shall surrender his, her or its certificate or certificates for all such shares of Preferred Stock (d) calling upon or, if such Investor to surrender to the Company, in the manner and at the place designated, the Note. Investor agrees to deliver the original of this Note (or a notice to the effect Holder alleges that the original Note such certificate has been lost, stolen or destroyed destroyed, a lost certificate affidavit and an agreement reasonably acceptable to the Company whereby the holder agrees Corporation to indemnify the Company from Corporation against any loss incurred claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice, to be held by it the Corporation. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in connection form satisfactory to the Corporation, duly executed by the registered Holder or by his, her or its attorney duly authorized in writing. All rights with this Noterespect to the Preferred Stock converted pursuant to Section 5(a) hereof, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate on the Mandatory Conversion Date (notwithstanding the failure of any of the Holders to surrender the certificates at or prior to such date), except only the Conversion Date rights of the Holders, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive the items provided for cancellation; provided, however, that upon in the Conversion Date, next sentence of this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentenceSection 5(b). The Company shall, as As soon as practicable thereafter after the Mandatory Conversion Date and the surrender of the certificate or certificates (but in any event within ten (10or lost certificate affidavit and agreement) business days)for the Preferred Stock, the Corporation shall issue and deliver to such Investor Holder, or to his, her or its nominees, a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor of Common Stock issuable on such conversion in accordance with the provisions hereof. Such converted Preferred Stock shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable retired and cancelled and may not be reissued as described in Section 4(b)(ii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the Conversion Date and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of such sharesseries, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

Conversion Procedure. If this To convert the Note, the Holder must (1) complete and sign a notice of election to convert substantially in the form attached hereto (or complete and manually sign a facsimile thereof) and deliver such notice to Company, (2) surrender the Note to Company, (3) furnish appropriate endorsements or transfer documents if required by Company and (4) pay any transfer or similar tax, if required by Company in accordance with Section 9.4 hereof. The date on which the holder satisfies all of those requirements is the conversion date (the "Conversion Date"). As promptly as practicable on or after the Conversion Date, Company shall issue and deliver to be automatically converted the holder a certificate or certificates for the number of whole shares of Class A common stock issuable upon the conversion and a check or other payment for any fractional share in an amount determined pursuant to Section 4(a), 9.3. The Person in whose name the Company certificate is registered shall deliver written notice (become the “Conversion Notice”) to Investor at the address last shown stockholder of record on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor that the Company has elected to cause this Note to be converted pursuant to Section 4(a) hereof and specifying (a) the Conversion Price, (b) the principal amount of the Note, together with all accrued and unpaid interest, (c) the date on which such conversion is expected to occur (the date and time such conversion actually occurs, the “Conversion Date”) and (d) calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Investor agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) on or prior to the Conversion Date for cancellationand, as of such date, such Person's rights as a holder of a Note with respect to the converted Note shall cease and such converted Note shall no longer be deemed outstanding; provided, however, that upon that, except as otherwise provided in this Section 9.2, no surrender of a Note on any date when the Conversion Date, this Note stock transfer books of Company shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter (but in any event within ten (10) business days), issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor closed shall be entitled upon such conversion, including a check payable effective to Investor for any cash amounts payable as described in Section 4(b)(ii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to constitute the Conversion Date and on and after such date the Persons Person entitled to receive the shares issuable of Class A common stock upon such conversion as the stockholder of record of such shares of Class A common stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Class A common stock as the stockholder of record thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be treated at the Conversion Price in effect on the date that such Note shall have been surrendered for all purposes conversion, as if the stock transfer books of Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Note or for dividends or distributions on shares of Class A common stock issued upon conversion of a Note, except that, if the Holder surrenders the Note for conversion after the close of business on any record date for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, notwithstanding such conversion, accrued and unpaid interest payable on the Note on such interest payment date shall be paid on such interest payment date to the person who was the holder of the Note (or one or more predecessor Notes) at the close of business on such sharesrecord date. Holders of Class A common stock issued upon conversion will not be entitled to receive any dividends payable to holders of Class A common stock as of any record time before the close of business on the Conversion Date. If a holder converts more than one Note at the same time, the number of whole shares of Class A common stock issuable upon the conversion shall be based on the total principal amount of Notes converted. Upon surrender of a Note that is converted in part, Company shall issue to the holder a new Note equal in principal amount to the unconverted portion of the Note surrendered.

Conversion Procedure. If this To convert a Note is to be automatically converted pursuant to Section 4(a), the Company shall deliver written notice (the “Conversion Notice”or portion thereof) to Investor at the address last shown into shares of Common Stock on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor that the Company has elected to cause this Note to be converted pursuant to Section 4(a) hereof and specifying any date (a) the Conversion Price, (b) the principal amount of the Note, together with all accrued and unpaid interest, (c) the date on which such conversion is expected to occur (the date and time such conversion actually occurs, the “Conversion Date”), a Holder must (a) complete and manually sign the conversion notice on the back of the Note and transmit by facsimile (or otherwise deliver) such notice to a Conversion Agent and the Conversion Agent shall have received such notice, on or prior to 5:00 p.m., New York City time, on such date, (b) surrender the Notes to be converted to the Conversion Agent as soon as practicable on or following such date (or an indemnification undertaking with respect to any such Notes in the case of its loss, theft or destruction), (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) calling upon such Investor to surrender to the Companypay any transfer or similar tax, in the manner and at the place designated, the Noteif required. Investor agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) on or prior to the Conversion Date for cancellation; provided, however, that upon As soon as practicable after the Conversion Date, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter (but in any no event within ten later than three Trading Days following delivery of a Conversion Notice (10the “Share Delivery Due Date”) business days), issue and the Company shall deliver to such Investor the Holder through a Conversion Agent a certificate or certificates for the number of whole shares of Common Stock (or a notice of issuance of uncertificated sharesConversion Securities, if applicable) issuable upon the conversion and shall, (x) provided the Company’s transfer agent is participating in The DTC’s Fast Automated Securities Transfer Program, cause its transfer agent to credit such aggregate number of shares of Common Stock to which each such Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (y) if such transfer agent is not participating in DTC’s Fast Automated Securities Transfer Program, execute, and shall deliver, to the address as specified in the Conversion Notice, a certificate, registered in the name of the converting holder or its designee, for the number of shares of Common Stock to which Investor such holder shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(b)(ii)entitled. Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the Conversion Date and on and after such date the The Person or Persons entitled to receive the shares issuable such Common Stock upon such conversion shall be treated for all purposes as the record holder or holders of such sharesCommon Stock, as of the close of business on the applicable Conversion Date; provided, however, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion in full of a Note, such Person shall no longer be a Holder of such Note. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note equal in Principal Amount to the unconverted portion of the Note surrendered. The Company shall not effect any conversion of a Note, and no Holder shall have the right to convert any portion of such Note, to the extent that after giving effect to such conversion, such Holder (together with such Holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion (the “Conversion Limitation”). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of a Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of any Note beneficially owned by such Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 4.02, in determining the number of outstanding shares of Common Stock, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent annual, quarterly or current report on Form 10-KSB, 10-QSB or Form 8-K, respectively, as the case may be; (y) a more recent public announcement by the Company or (z) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of a Holder, the Company shall within two Business Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including any Note, by such Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, any Holder may increase or decrease the Conversion Limitation to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other Holder of Notes. Notwithstanding the foregoing, the Conversion Limitation shall not be applicable (i) on any of the ten Trading Days up to and including the Stated Maturity, or (ii) on any of the ten Trading Days up to and including the effective date of such Change of Control or (iii) during the period between the date that the Change of Control notice is sent and the Change of Control Redemption Date.

Conversion Procedure. If Before the Holder shall be entitled to convert this Note is to be automatically converted pursuant to Section 4(a)into shares of the Company’s common stock, the Company Holder shall deliver written notice the Conversion Notice attached hereto to Company not less than seventy-five (75) days prior to the “date Holder desires to convert this Note. Such Conversion Notice”) to Investor at the address last shown on the records of the Company for Investor or given Notice shall be delivered by Investor mail, postage prepaid, to the Company for at its principal corporate office, and shall contain a statement of the purpose election of notice, notifying Investor that the Company has elected Holder to cause this Note to be converted pursuant to Section 4(a) hereof and specifying (a) the Conversion Price, (b) the principal amount of convert the Note, together with all accrued and unpaid interest, (c) or a portion of the Note as well as the date on which the Holder desires such conversion is expected to occur (the date and time such be effective. Such conversion actually occurs, the “Conversion Date”) and (d) calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Investor agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) on or prior to the Conversion Date for cancellation; provided, however, that upon the Conversion Date, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter (but in any event within ten (10) business days), issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(b)(ii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the Conversion Date close of business on the later of (a) the date specified in such notice (which date shall be not less than seventy five (75) days from the date Company receives such notice) or (b) the date of surrender of this Note or (c) the date Holder has demonstrated compliance with the Disclosure Requirements, and on and after such date the Persons person or persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such sharesshares as of such date. As promptly as practicable after the conversion of this Note, the Company at its expense will issue and deliver to the Holder of this Note a certificate or certificates for the number of full shares of the Company’s registered common stock issuable upon such conversion. If Xxxxxx has complied with the provisions of this Note as it relates to conversion of this Note and, despite such compliance by Holder, it is apparent to Company that Holder will be unable to convert this Note into fully registered and immediately transferable shares of the Company’s common stock on the date Holder has specified in the Transfer Notice (“Holder’s Desired Transfer Date”) because of Company’s actions, inactions or efforts to comply with applicable securities laws, then Company shall have the option of allowing Holder to convert this Note (or a portion hereof) so that Company can immediately purchase and redeem the shares issued by Company to Holder upon conversion of this Note (or a portion hereof) at a per share price equal to the per share closing price on the Nasdaq national market (“Closing Price”) on the day of conversion (the “Redemption Option”). Upon exercising the Redemption Option, the principal amount of the Note will be reduced accordingly. If Company does not elect to exercise the Redemption Option, Company will hold Holder harmless from any drop in the Closing Price between the Holder’s Desired Transfer Date and the date Holder is able to convert this Note into fully registered and immediately transferable shares of the Company’s common stock (the “Interim Period”). Similarly, if during the Interim Period, the Closing Price increases, Holder will pay the amount of the increase to Company.

Conversion Procedure. If this Note is In connection with the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Company, with a copy to the Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which shall be deemed to satisfy all requirements of the Statement of Rights (a "Conversion Notice"). As set forth in Section 7(c)(3) of the Statement of Rights, the number of Common Shares to be automatically converted pursuant to Section 4(a)issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such error (with a copy of such notice given to the Transfer Agent by facsimile), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver written the number of Common Shares not in dispute as and when required by the Statement of Rights. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of independent public accountants of recognized national standing (the “Conversion Notice”"Auditors") for determination and shall instruct the Auditors to Investor at resolve such dispute and to notify the address last shown Company, the Transfer Agent, and the converting holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the records determination of the Company for Investor or Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given by Investor to the Company for and the purpose of noticeTransfer Agent, notifying Investor that then the Company has elected shall instruct the Transfer Agent to cause this Note to be converted pursuant to Section 4(a) hereof and specifying (a) the Conversion Priceissue, (b) the principal amount within three Business Days after receipt of the Noteapplicable Conversion Notice, together with all accrued and unpaid interest, (c) to the date on converting holder any additional Common Shares to which such conversion holder is expected entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to occur (assure that there shall be full compliance with the date and time Company's unqualified obligation that all Common Shares issuable on such conversion actually occurs, be issued by the “Conversion Date”) and (d) calling upon such Investor to surrender to the Company, due date therefor as provided in the manner and at the place designated, the Note. Investor agrees to deliver the original Statement of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) on or prior to the Conversion Date for cancellation; provided, however, that upon the Conversion Date, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter (but in any event within ten (10) business days), issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(b)(ii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the Conversion Date and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of such sharesRights.

Conversion Procedure. If Before the Investor is entitled to convert this Note is to be automatically converted pursuant to Section 4(a), the Company shall deliver written notice (the “Conversion Notice”) to Investor at the address last shown on the records into shares of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor that the Company has elected to cause this Note to be converted Common Stock pursuant to Section 4(a) hereof and specifying (a) the Conversion Price, (b) the principal amount of the Note, together with all accrued and unpaid interest, (c) the date on which such conversion is expected to occur (the date and time such conversion actually occursabove, the “Conversion Date”) and (d) calling upon such Investor to will surrender to the Company, in the manner and at the place designated, the Note. Investor agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen stolen, or destroyed and an agreement acceptable to the Company whereby the holder Investor agrees to indemnify the Company from any loss incurred by it in connection with this Note) on or prior and give written notice to the Conversion Date Company at its principal corporate office of the election to convert the same pursuant to Section 4(a), and will state therein the amount of the unpaid principal amount of this Note to be converted, together with all accrued and unpaid interest. Upon such conversion of this Note, the Investor will execute and deliver to the Company an investor representation statement in a form reasonably required by the Company. The Company will, as soon as practicable thereafter, issue and deliver to the Investor a certificate or certificates for cancellation; providedthe number of shares to which the Investor is entitled upon such conversion, howeverincluding a check payable to the Investor for any cash amounts payable as described in Section 4(d). If this Note is converted by the Company in accordance with Section 4(b) above, that upon written notice will be delivered to the Investor at the address last shown on the records of the Company for the Investor or given by the Investor to the Company for the purpose of notice, notifying the Investor of the conversion to be effected, specifying the Conversion DatePrice, the principal amount of the Note to be converted, together with all accrued and unpaid interest, the date on which such conversion is expected to occur and calling upon such Investor to surrender the Note to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, the Investor will execute and deliver to the Company an investor representation statement in a form reasonably required by the Company. Upon conversion of this Note in accordance with this Section 4, this Note shall will be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentenceSection 4(c). The Company shallwill, as soon as practicable thereafter (but in any event within ten (10) business days)thereafter, issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which the Investor shall be is entitled upon such conversion, including a check payable to the Investor for any cash amounts payable as described in Section 4(b)(ii4(d). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the Conversion Date and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

Conversion Procedure. If Upon conversion of this Note is to be automatically converted into shares of Common Stock pursuant to Section 4(a)5.1, Holder shall surrender this Note to Maker accompanied by an executed conversion notice, the Company shall deliver written notice form of which is attached hereto as Exhibit A (the “Conversion Notice”). The Conversion Notice shall state the name or names (with address(es)) to Investor at in which the address last shown on certificate or certificates for shares of Common Stock issuable upon such conversion (the records “Conversion Shares”) shall be issued, and the amount of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor that the Company has elected to cause this Note principal and accrued interest to be converted pursuant to Section 4(a) hereof converted. As soon as practicable after the receipt of such Conversion Notice and specifying the surrender of this Note, Maker shall (a) issue and deliver to the Holder one or more certificates for the Conversion PriceShares, (b) provide for any fractional shares as provided in Section 5.4, and (c) if such conversion is of less than the entire balance of principal and accrued and unpaid interest hereunder, issue and deliver to Holder a replacement Note in substantially the form of this Note, in the amount of the Note, together with all accrued and unpaid interest, balance not converted. Such conversion shall be deemed to have been effected as of the earliest date (c) the date on which such conversion is expected to occur (the date and time such conversion actually occurs, the “Conversion Date”) upon which both (i) the Conversion Notice shall have been received by Maker and (dii) calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Investor agrees to deliver the original of this Note (or a notice to the effect that the original Note has shall have been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) on or prior to the Conversion Date for cancellation; provided, however, that upon surrendered as aforesaid. Upon the Conversion Date, the Holder’s rights under this Note shall be deemed converted cease (to the extent this Note is so converted) and of no further force and effect, whether the person or not it is delivered for cancellation as set forth persons in this sentence. The Company shall, as soon as practicable thereafter (but in whose name or names any event within ten (10) business days), issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor Conversion Shares shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(b)(ii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the Conversion Date and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as deemed to have become the holder(s) of record holder of such sharesConversion Shares.

Conversion Procedure. If this To convert a Note a Holder must satisfy the requirements in paragraph 8 of the Notes. The date on which the Holder satisfies all those requirements is to be automatically converted pursuant to Section 4(athe conversion date (the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver written notice (the “Conversion Notice”) to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company Holder, through the Conversion Agent, a certificate for the purpose number of notice, notifying Investor that full shares of Common Stock issuable upon the Company has elected to cause this Note to be converted conversion and cash in lieu of any fractional share determined pursuant to Section 4(a) hereof 7.3; and specifying (a) the Conversion Price, (b) the principal amount of the Note, together with all accrued and unpaid interest, (c) the date on which such conversion is expected to occur (the date and time such conversion actually occurs, the “Conversion Date”) and (d) calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Investor agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) on or prior shall certify to the Conversion Date for cancellationAgent and the Trustee the amount of Notes (and related Holder) so converted, and shall certify that such conversion has been completed in compliance with the terms hereof. The person in whose name the certificate is registered shall be treated as a stockholder of record of AOL Time Warner on and after the Conversion Date; provided, however, that upon no surrender of a Note on any date when the Conversion Date, this Note stock transfer books of AOL Time Warner shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter (but in any event within ten (10) business days), issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor closed shall be entitled upon such conversion, including a check payable effective to Investor for any cash amounts payable as described in Section 4(b)(ii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to constitute the Conversion Date and on and after such date the Persons person or persons entitled to receive the shares issuable of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be treated at the Conversion Rate in effect on the date that such Note shall have been surrendered for all purposes conversion, as if the record holder stock transfer books of AOL Time Warner had not been closed. Upon conversion of a Note, such person shall not longer be a Holder of such shares.Note. Neither the Trustee nor Calculation Agent shall be under any duty or obligation to verify or recalculate the Company's

Conversion Procedure. If this Note is In connection with the exercise of conversion rights relating to the Preferred Shares, the Buyer or any subsequent holder of the Preferred Shares shall complete, sign and furnish to the Transfer Agent, with a copy to the Company, a Notice of Conversion in the form attached hereto as Annex VI, which shall be deemed to satisfy all requirements of the Certificate of Designations (a "Conversion Notice"). As set forth in Section 9(c)(2) of the Certificate of Designations, the number of Common Shares to be automatically converted pursuant to Section 4(a)issued in connection with a particular conversion of Preferred Shares is, absent manifest error, conclusively the number of Common Shares stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the Transfer Agent of such error (with a copy of such notice given to the Buyer by telephone line facsimile transmission), which notice shall state the number of Common Shares in dispute, and, notwithstanding such notice from the Company, shall direct the Transfer Agent to issue and deliver written the number of Common Shares not in dispute as and when required by the Certificate of Designations. If the Company shall have notified the Transfer Agent of any such error, the Company shall, on the date such notice is given, submit the dispute to the Company's independent auditors (the “"Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent, and the converting holder of Preferred Shares within (i) one business day after such dispute is submitted to the Auditors or (ii) if the Company shall have notified the Transfer Agent of such alleged error on the same day it received the Conversion Notice”) , within two business days after such dispute is submitted to Investor at the address last shown Auditors. Immediately after receipt of timely notice of the Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to which such holder is entitled based on the records determination of the Company for Investor or Auditors. If the Auditors shall fail to notify the Transfer Agent within three business days after the applicable Conversion Notice is given by Investor to the Company for and the purpose of noticeTransfer Agent, notifying Investor that then the Company has elected shall instruct the Transfer Agent to cause this Note to be converted pursuant to Section 4(a) hereof and specifying (a) issue, within three business days after the Conversion Price, (b) the principal amount receipt of the Noteapplicable Conversion Notice, together with all accrued and unpaid interest, (c) to the date on converting holder any additional Common Shares to which such conversion holder is expected entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to occur (assure that there shall be full compliance with the date and time Company's unqualified obligation that all Common Shares issuable on such conversion actually occurs, be issued by the “Conversion Date”) and (d) calling upon such Investor to surrender to the Company, due date therefor as provided in the manner and at the place designated, the Note. Investor agrees to deliver the original Certificate of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) on or prior to the Conversion Date for cancellation; provided, however, that upon the Conversion Date, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter (but in any event within ten (10) business days), issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(b)(ii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the Conversion Date and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of such sharesDesignations.

Conversion Procedure. If this Note is to The Conversion Right and/or the Interest Conversion Right, as applicable, may be automatically converted pursuant to Section 4(a), exercised by the Company shall deliver written Holder by completing and signing the notice of conversion (the “Conversion Notice”) attached hereto as Schedule C, and delivering the Conversion Notice and this Debenture to Investor the Company at its address set out in Section 10.2; provided that, in the address last shown on event the records Holder is unable to surrender and/or deliver the physical form of this Debenture along with an original copy of the executed Conversion Notice to the Company’s principal office (or such other office of the Company or with a designated agent of the Company as the Company may designate in accordance with the terms hereof) as a result of events which are beyond its control, including cyber-attacks, energy blackouts, pandemics, terrorist attacks, acts of war, earthquakes, hurricanes, tornados, fires, floods, ice storms or other natural or manmade catastrophes, for Investor or given the purposes of exercising the Conversion Right and/or the Interest Conversion Right, as applicable, the Holder shall be entitled to surrender and/or deliver a copy of this Debenture along with a copy of the executed Conversion Notice by Investor email transmission in accordance with Section 10.2 hereof, and shall provide the physical form of this Debenture along with an original copy of the executed Conversion Notice to the Company for or its designated agent as soon as is practicable in light of the purpose of notice, notifying Investor circumstances. The Conversion Notice shall provide that the Company has elected to cause this Note to be converted pursuant to Section 4(a) hereof and specifying (a) Conversion Right and/or the Interest Conversion PriceRight, (b) as applicable, is being exercised, shall specify the principal amount of the Note, together with all Principal Amount and/or accrued and unpaid interestinterest thereon, (c) if any, being converted, and shall set out the date on which such conversion is expected to occur (the date and time such conversion actually occurs, the “Conversion Issue Date”) and (d) calling on which Common Shares are to be issued upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Investor agrees to deliver the original exercise of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) on or prior to the Conversion Date for cancellation; providedRight and/or the Interest Conversion Right, however, that upon as applicable (such date to be no later than five Business Days after the day on which the Conversion Date, this Note shall be deemed converted and of no further force and effect, whether or not it Notice is delivered for cancellation as set forth in this sentenceissued). The Company shall, as soon as practicable thereafter (but in any event within ten (10) business days), issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(b)(ii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made effected immediately prior to the Conversion close of business on the Issue Date and on and after such date the Persons entitled to receive the shares Common Shares issuable upon such conversion shall be treated deemed to be issued as fully paid and non-assessable at such time. Within five Business Days after the Issue Date, the Company shall cause to be delivered a share certificate or certificates (or such other evidence of the issuance of the Common Shares from the Company’s transfer agent, including notices under a non-certificated registry) for such number of Common Shares issued, to, or registered in the name of, the Holder or the Person or Persons in whose name or names the Common Shares have been issued, as specified in the Conversion Notice. If less than all purposes as of the record holder Principal Amount of such sharesthis Debenture is the subject of the Conversion Right, then within five Business Days after the Issue Date, the Company shall deliver to the Holder a replacement Debenture in the form hereof in the principal amount of the unconverted principal balance hereof, and this Debenture shall be cancelled. If the Conversion Right is being exercised in respect of the entire Principal Amount of this Debenture, this Debenture shall be cancelled.

Conversion Procedure. If this Note is to be automatically converted pursuant to Section 4(a)voluntarily converted, the Company Holder shall deliver give written notice (the “Conversion Notice”) to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor that the Company has elected of its election to cause convert this Note and specifying the amount of the unpaid principal amount of this Note, any accrued but unpaid interest and any other amounts payable under this Note to be converted pursuant converted. Before the Holder shall be entitled to Section 4(a) hereof and specifying (a) the Conversion Price, (b) the principal amount of the voluntarily convert this Note, together with all accrued and unpaid interest, (c) the date on which such conversion is expected to occur (the date and time such conversion actually occurs, the “Conversion Date”) and (d) calling upon such Investor to Holder shall surrender to this Note at the Company’s principal executive office, in the manner and at the place designatedor, the Note. Investor agrees to deliver the original of if this Note (or a notice to the effect that the original Note has been lost, stolen stolen, destroyed or destroyed mutilated, then, in the case of loss, theft or destruction, the Holder shall deliver an indemnity agreement reasonably satisfactory in form and an agreement acceptable substance to the Company whereby (without the holder agrees to indemnify requirement of a bond) or, in the Company from any loss incurred by it in connection with case of mutilation, the Holder shall surrender and cancel this Note) on or prior to the Conversion Date for cancellation; provided, however, that upon the Conversion Date, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter (but in any event within ten (10) business days)thereafter, issue and deliver to such Investor Holder at such principal executive office a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares Next Round Securities to which Investor the Holder shall be entitled upon such conversionconversion (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company), including together with a check payable to Investor for replacement Note (if any cash amounts payable as described in Section 4(b)(iiprincipal amount or interest is not converted). Any Such conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the Conversion Date close of business on the date of the surrender of this Note or the delivery of an indemnification agreement (or such later date requested by the Holder or such earlier date agreed to by the Company and on and after such date the Persons Holder). The person or persons entitled to receive the shares securities issuable upon such conversion shall be treated for all purposes as the record holder or holders of such sharessecurities on such date.

Conversion Procedure. If this Note is to be automatically converted pursuant to Section 4(a)(a) To convert a Security, a Holder must satisfy the requirements of PARAGRAPH 10 of the Securities. No later than the third (3rd) Business Day immediately following the date (the "CONVERSION DATE") on which the Holder satisfies all those requirements, the Company shall deliver written notice (to the “Holder through the Conversion Notice”) to Investor at Agent a certificate for the address last shown on number of full shares of Common Stock issuable upon the records conversion, as provided in PARAGRAPH 10 of the Company for Investor or given by Investor to the Company Securities, and a check for the purpose of notice, notifying Investor that the Company has elected to cause this Note to be converted pursuant to Section 4(a) hereof and specifying (a) the Conversion Price, (b) the principal amount of cash payable in lieu of any fractional share. Immediately before the Note, together with all accrued and unpaid interest, (c) the date close of business on which such conversion is expected to occur (the date and time such conversion actually occurs, the “Conversion Date”) and (d) calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Investor agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) on or prior to the Conversion Date for cancellation; provided, however, that upon the Conversion Date, this Note and thereafter, the person in whose name such certificate is to be registered shall be treated as a stockholder of record of the Company, and all rights of the Holder of the Security to be converted shall terminate, other than the right to receive the shares of Common Stock and cash deliverable as provided in the preceding sentence. A Holder of Securities is not entitled, as such, to any rights of a holder of Common Stock until such Holder has converted its Securities into shares of Common Stock, or is deemed converted and to be a stockholder of no further force and effectrecord of the Company, whether or not it is delivered for cancellation as set forth provided in this sentence. The Company shall, as soon as practicable thereafter (but in any event within ten (10) business daysSECTION 10.02(a), issue and deliver then only to the extent such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(b)(ii). Any conversion of this Note pursuant to Section 4(a) shall be Securities are deemed to have been made immediately prior so converted or such Holder is so deemed to be a stockholder of record. If a Security is duly surrendered for conversion in accordance herewith, the Conversion Date and on and after Company shall have fully satisfied its obligations with respect to such date Security once the Persons entitled to receive Company shall have duly delivered or paid, as the case may be, in accordance herewith, both (i) the shares issuable of Common Stock, together with any cash payment for fractional shares, due hereunder upon such conversion; and (ii) if such Security shall have been surrendered for such conversion shall be treated for all purposes as after the close of business on the record holder date for the payment pursuant hereto of an installment of interest but before the related interest payment date, such sharesinstallment of interest.

Conversion Procedure. If this Note is to be automatically converted pursuant to Section 4(a), the Company shall deliver written notice (the “Conversion Notice”) to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor that the Company has elected to cause this Note to be converted pursuant to Section 4(a) hereof and specifying (a) To convert a Security, a Holder must satisfy the Conversion Price, (b) the principal amount requirements of paragraph 10 of the Note, together with all accrued and unpaid interest, Securities. No later than the third (c3rd) Business Day immediately following the date on which such conversion is expected to occur (the date and time such conversion actually occurs, the “Conversion Date”) and (d) calling upon such Investor to surrender on which the Holder satisfies all those requirements, the Company shall deliver to the CompanyHolder through the Conversion Agent a certificate for the number of full shares of Common Stock issuable upon the conversion, as provided in paragraph 10 of the Securities, and a check for the amount of cash payable in lieu of any fractional share and any installment of interest payable as provided in the manner and at following paragraph. Immediately before the place designated, the Note. Investor agrees to deliver the original close of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) business on or prior to the Conversion Date for cancellation; provided, however, that upon the Conversion Date, this Note and thereafter, the person in whose name such certificate is to be registered shall be treated as a stockholder of record of the Company, and all rights of the Holder of the Security to be converted shall terminate, other than the right to receive the shares of Common Stock and cash deliverable as provided in the preceding sentence. A Holder of Securities is not entitled, as such, to any rights of a holder of Common Stock until such Holder has converted its Securities into shares of Common Stock, or is deemed converted and to be a stockholder of no further force and effectrecord of the Company, whether or not it is delivered for cancellation as set forth provided in this sentence. The Company shall, as soon as practicable thereafter (but in any event within ten (10) business daysSection 10.02(a), issue and deliver then only to the extent such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(b)(ii). Any conversion of this Note pursuant to Section 4(a) shall be Securities are deemed to have been made immediately prior so converted or such Holder is so deemed to be a stockholder of record. If a Security is duly surrendered for conversion in accordance herewith, the Conversion Date and on and after Company shall have fully satisfied its obligations with respect to such date Security once the Persons entitled to receive Company shall have duly delivered or paid, as the case may be, in accordance herewith, both (i) the shares issuable of Common Stock, together with any cash payment for fractional shares, due hereunder upon such conversion; and (ii) if such Security shall have been surrendered for such conversion shall be treated for all purposes as after the close of business on the record holder date for the payment pursuant hereto of an installment of interest but before the related interest payment date, such sharesinstallment of interest.

Conversion Procedure. If this To convert the Note, the Holder must (1) complete and sign a notice of election to convert substantially in the form attached hereto (or complete and manually sign a facsimile thereof) and deliver such notice to Company, (2) surrender the Note to Company, (3) furnish appropriate endorsements or transfer documents if required by Company and (4) pay any transfer or similar tax, if required by Company in accordance with Section 9.4 hereof. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion Date"). As promptly as practicable on or after the Conversion Date, Company shall issue and deliver to be automatically converted the Holder a certificate or certificates for the number of whole shares of Class A common stock issuable upon the conversion and a check or other payment for any fractional share in an amount determined pursuant to Section 4(a), 9.3. The Person in whose name the Company certificate is registered shall deliver written notice (become the “Conversion Notice”) to Investor at the address last shown stockholder of record on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor that the Company has elected to cause this Note to be converted pursuant to Section 4(a) hereof and specifying (a) the Conversion Price, (b) the principal amount of the Note, together with all accrued and unpaid interest, (c) the date on which such conversion is expected to occur (the date and time such conversion actually occurs, the “Conversion Date”) and (d) calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Investor agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) on or prior to the Conversion Date for cancellationand, as of such date, such Person's rights as a holder of a Note with respect to the converted Note shall cease and such converted Note shall no longer be deemed outstanding; provided, however, that upon that, except as otherwise provided in this Section 9.2, no surrender of a Note on any date when the Conversion Date, this Note stock transfer books of Company shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter (but in any event within ten (10) business days), issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor closed shall be entitled upon such conversion, including a check payable effective to Investor for any cash amounts payable as described in Section 4(b)(ii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to constitute the Conversion Date and on and after such date the Persons Person entitled to receive the shares issuable of Class A common stock upon such conversion as the stockholder of record of such shares of Class A common stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Class A common stock as the stockholder of record thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion shall be treated at the Conversion Price in effect on the date that such Note shall have been surrendered for all purposes conversion, as if the stock transfer books of Company had not been closed. No payment or adjustment will be made for accrued and unpaid interest on a converted Note or for dividends or distributions on shares of Class A common stock issued upon conversion of a Note, except that, if the Holder surrenders the Note for conversion after the close of business on any record date for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, notwithstanding such conversion, accrued and unpaid interest payable on the Note on such interest payment date shall be paid on such interest payment date to the person who was the holder of the Note (or one or more predecessor Notes) at the close of business on such sharesrecord date. Holders of Class A common stock issued upon conversion will not be entitled to receive any dividends payable to holders of Class A common stock as of any record time before the close of business on the Conversion Date. Upon surrender of a Note that is converted in part, Company shall issue to the Holder a new Note equal in principal amount to the unconverted portion of the Note surrendered.

Conversion Procedure. (i) Conversion Pursuant to Section 4(a). If this Note is to be automatically converted pursuant to Section 4(a), the Company shall deliver written notice (the “Conversion Notice”) shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor that of the Company has elected to cause this Note conversion to be converted pursuant to Section 4(a) hereof and effected, specifying (a) the Conversion Priceconversion price, (b) the principal amount of the NoteNote to be converted, together with all accrued and unpaid interest, (c) the date on which such conversion is expected to occur (the date and time such conversion actually occurs, the “Conversion Date”) and (d) calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company all transaction documents entered into by other purchasers participating in the Qualified Financing or Non-Qualified Financing, as the case may be, including a purchase agreement, an investors’ rights agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions (including, without limitation, a lock-up agreement in connection with an Initial Public Offering). Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) on or prior to at the Conversion Date closing of the Qualified Financing for cancellation; provided, however, that upon the Conversion Date, closing of the Qualified Financing this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter (but in any event within ten (10) business days)thereafter, issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(b)(ii4(c)(iii). Any automatic conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the Conversion Date closing of the Qualified Financing and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of such shares.