Common use of Conversion Pursuant to Section Clause in Contracts

Conversion Pursuant to Section. 8(a). Before Holder shall be entitled to convert this Note into shares of Company Preferred, it shall surrender this Note, duly endorsed, at the office of Company and shall give written notice by registered or certified mail, postage prepaid, or overnight courier, charges prepaid to Company at its principal corporate office, of the election to convert the same pursuant to Section 8(a), and shall state therein the amount of the unpaid principal amount and all accrued interest of this Note to be converted and the name or names in which the certificate or certificates for shares of 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 such modifications to the agreements that Holder may reasonably request. Company shall, as soon as practicable thereafter, issue and deliver at such office to Holder of this Note a certificate or certificates for the number of shares of Company Preferred to which Holder shall be entitled upon conversion (bearing such legends as are required by the Note Purchase Agreement and applicable state and federal securities laws 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 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 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 Company Preferred upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Company Preferred as of such date.

Conversion Pursuant to Section. 8(a5(a). Before Holder shall be entitled to convert this Note into shares of Company PreferredCommon Stock, it shall surrender this Note, duly endorsed, at the office of Company and shall give written notice by registered or certified mail, postage prepaid, or overnight courier, charges prepaid to Company at its principal corporate office, of the election to convert the same pursuant to Section 8(a5(a), and shall state therein the amount of the unpaid principal amount and all accrued interest of this 5 Note to be converted and the name or names in which the certificate or certificates for shares of Company Preferred Common Stock 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 such modifications to the agreements that Holder may reasonably request. Company shall, as soon as practicable thereafter, issue and deliver at such office to Holder of this Note a certificate or certificates for the number of shares of Company Preferred Common Stock to which Holder shall be entitled upon conversion (bearing such legends as are required by the Note Purchase Agreement and applicable state and federal securities laws 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 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 8(b)(ii) below5(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 Company Preferred Common Stock upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Company Preferred Common Stock as of such date.

Conversion Pursuant to Section. 8(a10(a). Before the Holder shall be entitled to convert this Note into shares of Company PreferredSWA’s Common Stock, it shall surrender this Note, duly endorsed, at the office of the Company and shall give written notice by registered or certified mailnotice, 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 8(a10(a), and shall state therein the amount of the unpaid principal amount and all accrued interest of this Note Note, together with accrued but unpaid interest, to be converted and the name or names in which the certificate or certificates for shares of Company Preferred SWA’s Common Stock 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 such modifications compliance by the Holder of this Note with the transfer restrictions applicable to the agreements that Holder may reasonably requestthis 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 Company Preferred SWA’s Common Stock 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 laws in the opinion of counsel to Companylaws), 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 8(b)(ii) below10(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 Company Preferred SWA’s Common Stock upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Company Preferred SWA’s Common Stock as of such date.

Conversion Pursuant to Section. 8(a). Before Holder shall be entitled to convert this Note into shares of Company PreferredPreferred Stock, it shall surrender this Note, duly endorsed, at the office of Company and shall give written notice by registered or certified mail, postage prepaid, or overnight courier, charges prepaid to Company at its principal corporate office, of the election to convert the same pursuant to Section 8(a), and shall state therein the amount of the unpaid principal amount and all accrued interest of this Note to be converted and converted, the name or names in which the certificate or certificates for shares of Company Preferred Stock are to be issued. Also before Holder issued and the series of stock into which such amount 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 such modifications to the agreements that Holder may reasonably requestconvert. Company shall, as soon as practicable thereafter, issue and deliver at such office to Holder of this Note a certificate or certificates for the number of shares of Company Preferred Stock to which Holder shall be entitled upon conversion (bearing such legends as are required by the Note Purchase Agreement and applicable state and federal securities laws 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 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 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 Company Preferred Stock upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Company Preferred Stock as of such date.