Cashless Conversion Clause Samples

Cashless Conversion. If Cashless Conversion is elected, the Company will withhold from issuance a number of shares of Common Stock issuable upon the conversion of the Warrants which, when multiplied by the Market Price of the Common Stock, is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants. The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement. DATES OF EXERCISE OR CONVERSION: At any time, and from time to time, prior to the Close of Business on the Expiration Date. EXPIRATION DATE: September 4, 2044. $5,000 Acceptance Fee $500 Monthly Administration Fee

Cashless Conversion. Subject to the provisions of this Agreement, the Holder shall have the right, in lieu of paying the Exercise Price of Warrants in cash, to instruct the Company in writing to reduce the number of Warrant Shares issuable pursuant to the conversion of such Warrants (the “Cashless Conversion”) in accordance with the following formula: X = (Y × (A – B)) ÷ A Where:

Cashless Conversion. If Cashless Conversion is elected, the Company will withhold from issuance a number of shares of Common Stock as provided in the Warrant Agreement.

Cashless Conversion. With respect to of the Units or Common Shares covered by the Warrant, as the case may be, the undersigned hereby elects to convert the attached Warrant into ¨ at any time prior to the Exchange Time., 6-aits (“Units”) consisting of: (i) one (1) Exchangeable Share of NeuroMed Canada; and (ii) one (1) Special Voting Share of NeuroMed Canada; and (iii) one (1) Common Special Voting Share of NeuroMed US. ¨ at any time after the Exchange Time, Common Shares of Neuromed US pursuant to the cashless conversion rights specified in the Warrant. Please issue a certificate or certificates representing the securities into which such Warrants are exercised or converted in the name of the undersigned and deliver the certificate(s) to the following address, unless otherwise indicated under “Registration Instructions” or “Delivery Instructions” below: Comerica Bank Attn: Warrant Administrator 50▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 32nd Floor, MC 3379 Detroit, MI 48226 The undersigned represents and warrants to the Companies that: (i) it is acquiring the above securities solely for its own account and not as a nominee for any other party and not with a view toward the resale or distribution thereof except in compliance with applicable securities laws; (ii) it is an “accredited investor” as defined in Rule 501 promulgated under the United States Securities Act of 1933, as amended; and (iii) the representations and warranties of the Holder set forth in Section 3.5 of the attached Warrant are true and correct with respect to the undersigned on the date hereof. COMERICA BANK or its Assignee (Signature) (Date) Registration Instructions (if different from above): Delivery Instructions (if different from above): Name Name Address Address Taxpayer Identification Number Taxpayer Identification Number

Cashless Conversion. Subject to the provisions of this Agreement, the Holder shall have the right, in lieu of paying the Exercise Price of Warrants in cash, to instruct the Company to reduce (but not below zero (0)) the number of shares of Common Stock issuable pursuant to the conversion of such Warrants (the “Cashless Conversion”) in accordance with the following formula: N = P ÷ M where: N = the number of Warrant Shares to be subtracted from the aggregate number of Warrant Shares issuable upon conversion of such Warrants; P = the aggregate Exercise Price which would otherwise be payable in cash for all of the Warrant Shares for which such Warrants are being converted as set forth in Section 5(c)(i) above; and

Cashless Conversion. On or after that date which is one (1) year following the date of funding, to the extent that such Series C Warrants have not been redeemed or exercised, the Warrant represented by this certificate (or any portion hereof) may, at the election of the Holder, be converted into the nearest whole number of shares of Common Stock equal to (a) the product of (i) the number of shares then elected to be converted and issued under this Warrant and (ii) the excess, if any, of (A) the average closing Market Price Per Share for the 5 day period preceding the date of conversion (as determined pursuant to Section 15 below) with respect to the date of conversion over (B) the Exercise Price in effect on the business day next preceding the date of conversion, divided by (b) the average closing Market Price Per Share for the 5 day period preceding the date of conversion (as determined pursuant to Section 15 below).

Cashless Conversion. If Cashless Conversion is elected, the Company will withhold from issuance a number of shares of Common Stock as provided in the Warrant Agreement. DATES OF EXERCISE OR CONVERSION: At any time, and from time to time, prior to the close of business on the Expiration Date. EXPIRATION DATE: The date on which no Warrants remain outstanding. This Global Warrant Certificate is deposited with or on behalf of The Depository Trust Company (the “Depository”) or its nominee in custody for the benefit of the beneficial owners hereof, and is not transferable to any person under any circumstances except that (i) this Global Warrant Certificate may be delivered to the Warrant Agent for cancellation pursuant to Section 4(g) of the Warrant Agreement and (ii) this Global Warrant Certificate may be transferred pursuant to Section 4(f) of the Warrant Agreement and as set forth below. No registration or transfer of the Demand Note issuable pursuant to the exercise or conversion of the Warrant will be recorded on the books of the Company until such provisions have been complied with. To the extent that any provision hereof conflicts with any provision of the Warrant Agreement, the provision in the Warrant Agreement shall control. This Global Warrant Certificate (“Warrant Certificate”) certifies that Cede & Co., or its registered assigns is the registered holder of warrants (the “Warrants”) of ▇▇▇▇▇▇▇▇ Offshore Services, Inc., a Delaware corporation (the “Company”), to purchase a number of Demand Notes each in the principal amount of $[•] as set forth above (the “Demand Notes”). The Warrants expire at 5:00 p.m., New York City time, on the date on which no Warrants remain outstanding (such date, the “Expiration Date”), and each Warrant entitles the holder to purchase from the Company one Demand Note at the exercise price per Demand Note (the “Exercise Price”) in the principal amount set forth above, payable to the Company either by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer in immediately available funds of the aggregate Exercise Price to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the business day immediately prior to the settlement date, which settlement date is three Business Days after a Warrant Exercise Notice is delivered (the “Settlement Date”). The Exercise Price shall be determined in accordance with Section 5(b)...

Cashless Conversion. If the conversion of the Warrant shall be made by issuing Warrant Shares then issuable upon conversion of all or any part of the Warrant on a net basis such that, without payment of any cash consideration or other immediately available funds, the Holder shall surrender the Warrant in exchange for the number of Warrant Shares as is computed using the following formula (a cashless conversion): Where: X = the number of Warrant Shares to be issued to the Holder. Y = the total number of Warrant Shares for which the Holder has elected to convert the Warrant pursuant to Section 2 of this Letter Agreement. A = the Black-Scholes Value of one Warrant Share as on the applicable Conversion Date. B = the Fair Market Value of one Warrant Share as of the applicable Conversion Date.

Cashless Conversion. If Cashless Conversion is elected, the Company will withhold from issuance a number of shares of Common Stock issuable upon the conversion of the Warrants which, when multiplied by the Market Price of the Common Stock, is equal to the aggregate price for the number of shares of Common Stock for which the Warrants are being converted at the Exercise Price (assuming the Exercise price for all such shares of Common Stock was being paid in cash), and such withheld shares shall no longer be issuable under the Warrants. The Warrants are also subject to conversion, in whole or in part, at the sole discretion of the Company, as and to the extent provided in the Warrant Agreement.