Common use of Conversion of Convertible Notes Clause in Contracts

Conversion of Convertible Notes. (a) The Existing Noteholder and the Company irrevocably acknowledge and agree that at the Effective Time the Company will: (i) repay all accrued interest under: (A) the First Funding Agreement through the issuance of Convertible Notes No. 3 at the rate of one Convertible Note No. 3 for each $349.34 of accrued interest; (B) the Second Funding Agreement through the issuance of Convertible Notes No. 4 at the rate of one Convertible Note No. 4 for each $17.68 of accrued interest; and (C) the Third Funding Agreement through the issuance of Convertible Notes No. 5 at the rate of one Convertible Note No. 5 for each $0.01 of accrued interest, or such other rate as agreed between the Existing Noteholder and the Company prior to the Effective Time; (ii) redeem all Convertible Notes (including those issued under clause 2(a)(i)) and the Company shall issue to the Existing Noteholder one Share for each Convertible Note so redeemed or such other amount of Shares as agreed between the Existing Noteholder and the Company prior to the Effective Time; and (iii) repay all the Principal Outstanding and all accrued interest up to and including the date on which the Effective Time occurs under each Short Term Loan Agreement through the issuance of Shares to the Existing Noteholder with the amount of such Shares to be agreed between the Existing noteholder and the Company prior to the Effective Time and which Shares shall be issued by the Company at the Effective Time. (b) The Shares issued pursuant to clause 2(a) shall rank equally with the other fully paid Shares of the Company from the date of issuance of such Shares. (c) Notwithstanding any other provision of this Deed, by executing this Deed, each party is deemed to have provided all consents, given all directions and waived all notices, notice periods and other requirements set out in the Finance Documents necessary to effect each of the steps contemplated by this clause 2

Conversion of Convertible Notes. (a) The Existing Noteholder and the Company irrevocably acknowledge and agree that at the Effective Time the Company will: (i) repay all accrued interest under: (A) the First Funding Agreement through the issuance of Each Purchaser holding one or more those certain Convertible Promissory Notes No. 3 at the rate of one Convertible Note No. 3 for each $349.34 of accrued interest; (B) the Second Funding Agreement through the issuance of Convertible Notes No. 4 at the rate of one Convertible Note No. 4 for each $17.68 of accrued interest; and (C) the Third Funding Agreement through the issuance of Convertible Notes No. 5 at the rate of one Convertible Note No. 5 for each $0.01 of accrued interest, or such other rate as agreed between the Existing Noteholder and issued by the Company prior to the Effective Time; (ii) redeem all Convertible Notes (including those issued under clause 2(a)(i)) date of this Agreement and the Company shall issue to the Existing Noteholder one Share for each Convertible Note so redeemed or such other in an aggregate original principal amount of Shares as agreed between $4,801,000 (each a “Convertible Note” and together, the Existing Noteholder “Convertible Notes”) agrees that, at the First Closing, the Convertible Note(s) held by each such Purchaser (each, a “Converting Purchaser”, and collectively, the Company prior to the Effective Time; and (iii“Converting Purchasers”) repay all the Principal Outstanding and all accrued interest up to and including the date on which the Effective Time occurs under each Short Term Loan Agreement through the issuance of Shares to the Existing Noteholder with the amount of such Shares to be agreed between the Existing noteholder and the Company prior to the Effective Time and which Shares shall be issued automatically, without any further action by the Company or such Converting Purchaser, convert in accordance with the terms thereof into that number of Shares set forth across from such Converting Purchaser’s name listed in the Schedule of Purchasers under the caption “First Closing”; provided, however, that to the extent any such Convertible Note does not require such automatic conversion or allows for payment of accrued interest on conversion at the Effective Timeoption of either the Company or the holder of any such Convertible Note, the Company and each Convertible Purchaser holding any such Convertible Note irrevocably agree that any such Convertible Note, including all accrued but unpaid interest thereon, shall so convert into such number of Shares. For such purpose, each Converting Purchaser agrees that the interest for each such Converting Purchaser’s Convertible Note(s) shall stop accruing as of December 15, 2022, notwithstanding anything to the contrary provided for in such Converting Purchaser’s Convertible Note(s) to the contrary. Each Converting Purchaser hereby agrees that upon such conversion, such Converting Purchaser shall not be entitled to any other consideration in respect of such Convertible Notes other than such number Shares. Each Converting Purchaser hereby represents and warrants that such Converting Purchaser has not transferred, pledged or otherwise disposed of, or encumbered any interest in, the Convertible Notes registered in the name of the Company. (b) The Shares issued pursuant Each Converting Purchaser and the Company hereby agree that as of the First Closing all notices required by the terms of, and all rights of such Converting Purchasers set forth in, the Convertible Notes, any related purchase or other agreement between such Converting Purchaser and the Company with respect to clause 2(athe Convertible Note(s) held by such Converting Purchaser (together with the Convertible Notes, the “Convertible Note Documents”) shall rank equally with be terminated and of no further force or effect, each such Converting Purchaser hereby irrevocably waives all rights set forth in the other fully paid Shares Convertible Note Documents (including, without limitation, any right to a fraction of a Share upon conversion of the Company from Converting Purchaser’s Convertible Note(s)), excepting only the date of issuance of such Sharesright to receive the Shares prescribed by the foregoing Section 1.3(a). (c) Notwithstanding Upon conversion of the Convertible Notes, the Company shall have no further obligations under the Convertible Note Documents, the Converting Purchasers shall have no further rights under the Convertible Note Documents, and the Convertible Notes shall be cancelled, terminated and no longer of any force or effect, without need for surrender thereof. (d) Excepting only the right to receive the Shares prescribed by the foregoing Section 1.3(a) and the rights provided for in this Agreement and the other provision Transaction Agreements (as defined below) as a holder of this Deed, by executing this DeedShares, each party is deemed to have provided Converting Purchaser hereby waives (on behalf of himself, herself or itself, as applicable) any and all consentsdemands, given all directions claims, suits, actions, causes of actions, proceedings, assessments and waived all notices, notice periods and other requirements set out rights in the Finance Documents necessary to effect respect of each of the steps contemplated by this clause 2Convertible Note Documents, including, without limitation, past or present actual, deemed or alleged default or event of default under such Convertible Notes.