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

Fractional Shares; Nonassessable; Effect of Conversion. No fractional shares shall be issued upon conversion of this Note, and in lieu of the Company issuing any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder an amount equal to the product obtained by multiplying the Note Conversion Price by the fraction of a share not issued pursuant to this sentence. The Company covenants that the shares of Next Financing Securities issuable upon the conversion of this Note will, upon conversion of this Note, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof. Upon conversion of this Note in full and the payment of the amounts specified in this Section 3(c), the Company shall be forever released from all its obligations and liabilities under this Note.

Fractional Shares; Nonassessable; Effect of Conversion. No fractional share, or scrip representing fractional shares shall be issued upon conversion such conversion. With respect to any fraction of this Note, and in lieu of the Company issuing any fractional shares to the Holder a share called for upon the conversion of this Note, such fractional share shall be rounded down to the nearest whole share, and the Company shall pay to the Holder an the amount equal to the product obtained of such fractional share multiplied by multiplying the Note Conversion Price by the fraction of a share not issued pursuant to this sentencePrice. The Company covenants that the shares of Next Financing Securities Common Stock issuable upon the conversion of this Note will, upon conversion of this Note, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof. Upon conversion of this Note in full and the payment of the amounts specified in this Section 3(c)3.3, the Company shall be forever released from all its obligations and liabilities under this NoteNote and the Deed of Trust.

Fractional Shares; Nonassessable; Effect of Conversion. No Subject to Section 3(a) above, no fractional shares shall be issued upon conversion of this Note, and in lieu of the Company issuing any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder an amount equal to the product obtained by multiplying the Note Next Financing Conversion Price by the fraction of a share not issued pursuant to this sentence. The Company covenants that the shares of Next Financing Securities issuable upon the conversion of this Note will, upon conversion of this Note, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof. Upon conversion of this Note in full and the payment of the amounts specified in this Section 3(c3(d), the Company shall be forever released from all its obligations and liabilities under this Note.

Fractional Shares; Nonassessable; Effect of Conversion. No fractional share, or scrip representing fractional shares shall be issued upon conversion such conversion. With respect to any fraction of this Note, and in lieu of the Company issuing any fractional shares to the Holder a share called for upon the conversion of this Note, such fractional share shall be rounded down to the nearest whole share, and the Company shall pay to the Holder an the amount equal to the product obtained of such fractional share multiplied by multiplying the Note Conversion Price by the fraction of a share not issued pursuant to this sentencePrice. The Company covenants that the shares of Next Financing Securities Common Stock issuable upon the conversion of this Note will, upon conversion of this Note, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof. Upon conversion of this Note in full and the payment of the amounts specified in this Section 3(c)3.3, the Company shall be forever released from all its obligations and liabilities under this Note.