Common use of Conversion Pursuant to Section Clause in Contracts

Conversion Pursuant to Section. 10(a). Before the Holder shall be entitled to convert this Note into shares of SWA’s Common Stock, it shall surrender this Note, duly endorsed, at the office of the Company and shall give written notice, postage prepaid, to the Company at its principal corporate office, of the election to convert the same pursuant to Section 10(a), and shall state therein the amount of the unpaid principal amount of this Note, together with accrued but unpaid interest, to be converted and the name or names in which the certificate or certificates for shares of SWA’s Common Stock are to be issued, subject to compliance by the Holder of this Note with the transfer restrictions applicable to this Note. The Company shall, as soon as practicable thereafter (but in any event within ten (10) days thereafter), issue and deliver to the Holder of this Note a certificate or certificates for the number of shares of SWA’s Common Stock to which the Holder shall be entitled upon conversion (bearing such legends as are required by applicable state and federal securities laws), together with a replacement Note (if any principal amount is not converted) and any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to Holder for any cash amounts payable as described in Section 10(d). The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note, and the Person or Persons entitled to receive the shares of SWA’s Common Stock upon such conversion shall be treated for all purposes as the record holder or holders of such shares of SWA’s Common Stock as of such date.

Conversion Pursuant to Section. 10(a8(a). Before the Holder shall be entitled to convert this Note into shares of SWA’s Common Preferred Stock, it shall surrender this Note, duly endorsed, at the office of the Company and shall give written noticenotice by registered or certified mail, postage prepaid, to the Company at its principal corporate office, of the election to convert the same pursuant to Section 10(a8(a), and shall state therein the amount of the unpaid principal amount of this Note, together with accrued but unpaid interest, Note to be converted and converted, the name or names in which the certificate or certificates for shares of SWA’s Common Preferred Stock are to be issued, subject to compliance by issued and the Holder series of this Note with the transfer restrictions applicable to this Notestock into which such amount shall convert. The Company shall, as soon as practicable thereafter (but in any event within ten (10) days thereafter), issue and deliver at such office to the Holder of this Note a certificate or certificates for the number of shares of SWA’s Common Preferred Stock to which the Holder shall be entitled upon conversion (bearing such legends as are required by applicable state and federal securities lawslaws in the opinion of counsel to Company), together with a replacement Note (if any principal amount is not converted) and any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to Holder for any cash amounts payable as described in Section 10(d8(b)(ii). The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note, and the Person or Persons entitled to receive the shares of SWA’s Common Preferred Stock upon such conversion shall be treated for all purposes as the record holder or holders of such shares of SWA’s Common Preferred Stock as of such date.

Conversion Pursuant to Section. 10(a8(a). Before the Holder shall be entitled to convert this Note into shares of SWA’s Common StockCompany Preferred, it shall surrender this Note, duly endorsed, at the office of the Company and shall give written noticenotice by registered or certified mail, postage prepaid, or overnight courier, charges prepaid to the Company at its principal corporate office, of the election to convert the same pursuant to Section 10(a8(a), and shall state therein the amount of the unpaid principal amount and all accrued interest of this Note, together with accrued but unpaid interest, Note to be converted and the name or names in which the certificate or certificates for shares of SWA’s Common Stock Company Preferred are to be issued. Also before Holder shall be entitled to convert this Note into shares of Company Preferred, it shall execute the stock purchase agreement and other agreements to which the lead investor of the Financing also executes, subject to compliance by such modifications to the agreements that Holder of this Note with the transfer restrictions applicable to this Notemay reasonably request. The Company shall, as soon as practicable thereafter (but in any event within ten (10) days thereafter), issue and deliver at such office to the Holder of this Note a certificate or certificates for the number of shares of SWA’s Common Stock Company Preferred to which the Holder shall be entitled upon conversion (bearing such legends as are required by the Note Purchase Agreement and applicable state and federal securities lawslaws in the opinion of counsel to Company), together with a replacement Note (if any principal amount and accrued interest is not converted) and any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to Holder for any cash amounts payable as described in Section 10(d)8(b)(ii) below. The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note, and the Person or Persons entitled to receive the shares of SWA’s Common Stock Company Preferred upon such conversion shall be treated for all purposes as the record holder or holders of such shares of SWA’s Common Stock Company Preferred as of such date.

Conversion Pursuant to Section. 10(a5(a). Before the Holder shall be entitled to convert this Note into shares of SWA’s Common Stock, it shall surrender this Note, duly endorsed, at the office of the Company and shall give written noticenotice by registered or certified mail, postage prepaid, to the Company at its principal corporate office, of the election to convert the same pursuant to Section 10(a5(a), and shall state therein the amount of the unpaid principal amount of this Note, together with accrued but unpaid interest, 5 Note to be converted and the name or names in which the certificate or certificates for shares of SWA’s Common Stock are to be issued, subject to compliance by the Holder of this Note with the transfer restrictions applicable to this Note. The Company shall, as soon as practicable thereafter (but in any event within ten (10) days thereafter), issue and deliver at such office to the Holder of this Note a certificate or certificates for the number of shares of SWA’s Common Stock to which the Holder shall be entitled upon conversion (bearing such legends as are required by applicable state and federal securities lawslaws in the opinion of counsel to Company), together with a replacement Note (if any principal amount is not converted) and any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to Holder for any cash amounts payable as described in Section 10(d5(d). The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note, and the Person or Persons entitled to receive the shares of SWA’s Common Stock upon such conversion shall be treated for all purposes as the record holder or holders of such shares of SWA’s Common Stock as of such date.