Common use of Fractional Shares; Interest; Effect of Conversion Clause in Contracts

Fractional Shares; Interest; Effect of Conversion. No fractional shares shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Investor upon the conversion of this Note, in the event the number of shares of common stock of the Company is rounded down upon conversion pursuant to Section 5(a), the Company shall pay to Investor an amount equal to the product obtained by multiplying the fraction of a Unit not issued pursuant to the previous sentence by the Conversion Price. In the event the number of shares of common stock of the Company is rounded down upon conversion pursuant to Section 5(a), Investor may, at Investor’s sole option and discretion, provide Company with additional funds necessary to round up to the nearest full share of Common Stock at the Conversion Price. Upon conversion of this Note in full and the payment of the amounts specified in this Section, the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, whether or not the original of this Note has been delivered to the Company for cancellation.

Fractional Shares; Interest; Effect of Conversion. No fractional shares shall be issued upon conversion of this Notethe outstanding Tranche 2 Principal Amount. In lieu of the Company issuing any fractional shares to the Investor upon the conversion of this Note, in the event the number of shares of common stock of the Company is rounded down upon conversion pursuant to Section 5(a)outstanding Tranche 2 Principal Amount, the Company shall pay to Investor an amount equal to the product obtained by multiplying the applicable Conversion Price by the fraction of a Unit share not issued pursuant to the previous sentence sentence. In addition, to the extent not converted into shares of capital stock, the Company shall pay to Investor any interest accrued on the amount converted and on the amount to be paid by the Conversion Price. In the event the number of shares of common stock of the Company is rounded down upon conversion pursuant to Section 5(a), Investor may, at Investor’s sole option and discretion, provide Company with additional funds necessary to round up to the nearest full share of Common Stock at the Conversion Priceprevious sentence. Upon conversion of this Note in full and the payment of the amounts specified in this Sectionparagraph, the Company shall be forever released from all its obligations and liabilities under in respect of the Tranche 2 Obligations. The conversion of any portion of the Tranche 2 Principal Amount shall be equivalent to prepayment in full in cash of such Obligations for all purposes of this Note and this Note and, once converted, such amounts shall be deemed of paid in full and no further force or effect, whether or not the original of this Note has been delivered to the Company for cancellationlonger outstanding hereunder.

Fractional Shares; Interest; Effect of Conversion. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares of Common Stock to the Investor upon the conversion of this Note, in the event the number of shares of common stock of the Company is rounded down upon conversion pursuant to Section 5(a), the Company shall pay to Investor an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a Unit share of Common Stock not issued pursuant to the previous sentence sentence. In addition, to the extent not converted into shares of Common Stock, the Company shall pay to Investor any interest accrued on the amount converted and on the amount to be paid by the Conversion Price. In the event the number of shares of common stock of the Company is rounded down upon conversion pursuant to Section 5(a), Investor may, at Investor’s sole option and discretion, provide Company with additional funds necessary to round up to the nearest full share of Common Stock at the Conversion Priceprevious sentence. Upon conversion of this Note in full and the payment of the amounts specified in this Sectionparagraph, the Company shall be forever released from all its obligations Obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, whether or not the original of this Note has been delivered to the Company for cancellation. Notwithstanding anything herein to the contrary, Investor hereby waives the right to payment for fractional shares of Common Stock pursuant to this Section 5(d)(iii) if the aggregate amount owed to Investor upon conversion of this Note is less than $5.00.

Fractional Shares; Interest; Effect of Conversion. No fractional shares shall be issued upon conversion of all or any portion of the outstanding principal amount of this Note. In lieu of the Company issuing any fractional shares to the Investor upon the conversion of all or any portion of the outstanding principal amount of this Note, in the event the number of shares of common stock of the Company is rounded down upon conversion pursuant to Section 5(a), the Company shall pay to Investor an amount equal to the product obtained by multiplying the applicable Conversion Price by the fraction of a Unit share not issued pursuant to the previous sentence sentence. In addition, to the extent not converted into shares of capital stock, the Company shall pay to Investor any interest accrued on the amount converted and on the amount to be paid by the Conversion Price. In the event the number of shares of common stock of the Company is rounded down upon conversion pursuant to Section 5(a), Investor may, at Investor’s sole option and discretion, provide Company with additional funds necessary to round up to the nearest full share of Common Stock at the Conversion Priceprevious sentence. Upon conversion of this Note in full and the payment of the amounts specified in this Sectionparagraph, the Company shall be forever released from all its obligations and liabilities under this Note and hereunder. The conversion of any portion of the outstanding principal amount of this Note shall be deemed equivalent to prepayment in full in cash of no further force or effect, whether or not the original such Obligations for all purposes of this Note has been delivered to the Company for cancellationand, once converted, such amounts shall be deemed paid in full and no longer outstanding hereunder.