Payment of Interest and Repayment Premium Through the Issuance of Preferred Shares. Notwithstanding the provisions of the KIA Note, and without regard to the completion of the Mergers, within ninety (90) days following the Effective Date and provided that the Merger Agreement has not been terminated in accordance with its terms prior to such time and the Extension Proposal has been approved by the SEC and the stockholders of the Parent (as each such term is defined in the Merger Agreement), the Balance less the Principal Amount (the “Interest Payment Amount”) will automatically be cancelled and converted into 8,062 Preferred Shares (the “ Payment in Kind”). In connection with and prior to the Payment in Kind, the Company and KIA will take all such further corporate and other actions as are reasonably necessary to authorize the issuance of and create such Preferred Shares required for the Payment in Kind, including, without limitation, by authorizing, approving and effecting an amendment to the Certificate of Incorporation. Furthermore, following the Payment in Kind, the Balance will be reduced automatically by the Interest Payment Amount without any further action on the part of the Company, KIA, bSpace or dSpace. As soon as practicable following the Payment in Kind, the Company will issue to KIA an electronic stock certificate for such Preferred Shares (with applicable legends as set forth below and as may be required under applicable securities laws and/or agreements between KIA and the Company) and such Preferred Shares issued in connection with the Payment in Kind will be validly issued, fully paid and nonassessable.
