Common use of Procedure for Conversion Clause in Contracts

Procedure for Conversion. Upon the conversion in whole or in part of this Note into Equity Securities or Common Stock of the Company (as applicable), the Holder shall surrender this Note to the Company and deliver to the Company any documentation reasonably required by the Company (including, in the case of an Offering, all financing documents executed by the Investors in connection with such Offering). The Company shall not be required to issue or deliver the Equity Securities or Common Stock of the Company (as applicable) into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation. The Company shall, as soon as practicable after the surrender of this Note and delivery to the Company of such documentation deliver to the Holder (i) a certificate or certificates for the number of shares of Equity Securities or Common Stock of the Company (as applicable) into which this Note is convertible in whole or in part, rounded downward to the nearest whole share and cash for the amounts not so converted as a result of the above-referenced downward rounding, registered in the name of such Investor or registered nominee or assignee and (ii) to the extent the Holder has converted only a portion of the outstanding principal amount of this Note, a replacement Note for the outstanding principal amount of this Note not converted. Upon the conversion in full or in part of this Note into Equity Securities or Common Stock of the Company (as applicable) pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder cash equal to such fraction multiplied by the price at which this Note converts. Upon conversion of this Note in full or in part and payment of cash representing any fractional share pursuant to this Section 2(c), 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.

Procedure for Conversion. Upon the (i) In order to effect an optional conversion in whole or in part of this Note into Equity Securities or Common Stock of the Company (as applicablean "Optional Conversion"), the Holder registered owner shall surrender this Note to the Company and deliver at its main office, accompanied by written notice to the Company any documentation reasonably required by that such owner elects to convert the Company entire or some designated portion of this Note. Such notice shall also state the name or names (includingwith addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. (ii) As promptly as practicable after the receipt of such notice and surrender of this Note as aforesaid, or in the case of an Offering, all financing documents executed by the Investors in connection with such Offering). The Company shall not be required to issue or deliver the Equity Securities or Common Stock of the Company (as applicable) into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation. The Company shallAutomatic Conversion, as soon promptly as is practicable after the surrender closing of this Note and delivery to the Qualified Public Offering, the Company of such documentation shall issue and deliver to the Holder (i) registered owner, or as otherwise specified on his written order, a certificate or certificates for the number of full shares of Equity Securities or Common Stock of issuable upon the Company (as applicable) into which this Note is convertible in whole or in part, rounded downward to the nearest whole share and cash for the amounts not so converted as a result of the above-referenced downward rounding, registered in the name of such Investor or registered nominee or assignee and (ii) to the extent the Holder has converted only a portion of the outstanding principal amount of this Note, a replacement Note for the outstanding principal amount of this Note not converted. Upon the conversion in full or in part of this Note into Equity Securities or Common Stock of the Company (as applicable) pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder cash equal to such fraction multiplied by the price at which this Note converts. Upon conversion of this Note (or, in full or in part and the case of an Optional Conversion, specified portion hereof). In the event of a Conversion, the Borrower will not be obligated to make any cash payment of cash representing any fractional share pursuant outstanding principal or interest hereunder. (iii) An Optional Conversion shall be deemed to this Section 2(c), have been effected at the close of business on the date on which such notice shall have been received by the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall have been surrendered as aforesaid. If this Note is converted in part only, upon such conversion the Company shall execute and deliver to the Note Holder, at the expense of the Company, a new Note of authorized denominations in principal amount equal to the unconverted portion of this Note. (iv) In the event of Automatic Conversion upon a Qualified Public Offering, the conversion shall be deemed to have occurred automatically at the closing of no further force or effect, whether or not such Qualified Public Offering. (v) No fractional shares shall be issued upon conversion of any Note and any portion of the original of this Note has been delivered principal hereof that would otherwise be convertible into a fractional share shall be paid in cash equal to the Company for cancellationfair market value of such fraction on the date of conversion (as determined by the Board of Directors).

Procedure for Conversion. A Holder shall exercise its right to convert the Notes into the Conversion Shares by delivering a written notice to the Company in the form attached hereto as Exhibit C (the “Conversion Notice”) indicating its desire to convert all or a portion of its Note into Conversion Shares and the effective date of the conversion. Upon the effective date of conversion set forth in whole or in part of this Note into Equity Securities or Common Stock the Conversion Notice, the Company shall be deemed to have exchanged the Conversion Shares for that portion of the Obligations represented by the Notes so converted, the Conversion Shares shall be issued to the Purchaser, without further action by any party, and on and after the Conversion Date the Purchaser shall be treated for all purposes as the record holder of such Conversion Shares. As soon as practicable after delivery of the Conversion Notice, the Company (as applicable)shall deliver to such Holder a replacement Note in a principal amount equal to the remaining principal balance of such Holder’s Note after giving effect to the conversion set forth herein, and the Holder shall surrender this Note the Notes (or provide the Company with a notice to the effect that the original Notes have been lost, stolen or destroyed and an agreement reasonably acceptable to the Company and deliver whereby the Purchaser agrees to indemnify the Company from any documentation reasonably required loss incurred by the Company (including, in the case of an Offering, all financing documents executed by the Investors it in connection with such Offering). The Company notice) to the Company; provided that any delay or failure to do so shall not be required to issue or deliver in any way affect the Equity Securities or Common Stock exchange and conversion of the Company (as applicable) into which this Note may convert until the Holder has surrendered this Note Obligations to the Company and delivered to Conversion Shares, the Company any such documentationissuance of the Conversion Shares. The Company shall, as soon as practicable after conversion of the surrender of this Note Note, issue and delivery to the Company of such documentation deliver to the Holder (i) a certificate or certificates for the number of shares of Equity Conversion Securities or Common Stock of the Company (as applicable) into which this Note is convertible in whole or in part, rounded downward to the nearest whole share and cash for the amounts not so converted as a result of the above-referenced downward rounding, registered in the name of such Investor or registered nominee or assignee and (ii) to the extent the Holder has converted only a portion of the outstanding principal amount of this Note, a replacement Note for the outstanding principal amount of this Note not converted. Upon the conversion in full or in part of this Note into Equity Securities or Common Stock of the Company (as applicable) pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder cash equal to such fraction multiplied by the price at which this Note converts. Upon conversion of this Note in full or in part and payment of cash representing any fractional share pursuant to this Section 2(c), 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 cancellationentitled upon such conversion.