Common use of Mechanics and Effect of Conversion Clause in Contracts

Mechanics and Effect of Conversion. No fractional Common Shares shall be issued upon conversion of this Convertible Note. Upon the conversion of all of the principal and accrued interest outstanding under this Convertible Note, in lieu of the Company issuing any fractional shares to the Holder, the Company shall pay to the Holder the amount of outstanding principal that is not so converted. On partial conversion of this Convertible Note, the Company shall issue to the Holder (i) the Common Shares into which a portion of this Convertible Note is converted and (ii) an amended and restated version of this Convertible Note with a principal amount hereof that shall be equal the difference between (A) the principal amount of this Convertible Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common Shares. Upon any conversion of this Convertible Note pursuant to this Section 9, the Holder shall surrender this Convertible Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall contemporaneously with such surrender issue and deliver to the Holder at such principal office a certificate or certificates for the number of shares of such Common Shares to which the Holder shall be entitled upon such conversion (bearing such legends as are required by Applicable Securities Legislation and stock exchange regulations or policies, as required by applicable Laws), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Convertible Note.

Mechanics and Effect of Conversion. No fractional shares of Common Shares Stock shall be issued upon conversion of this Convertible Note. Upon the conversion of all of the entire principal and accrued interest outstanding under this Convertible Note, in lieu of the Company issuing any fractional shares to the HolderPurchaser in cash, the Company shall pay to the Holder Purchaser the amount of outstanding principal that is not so converted. On partial conversion of this Convertible Note, the Company shall issue to the Holder Purchaser (i) the shares of Common Shares Stock into which a portion of this Convertible Note is converted and (ii) an amended and restated version of a new convertible note having identical terms to this Convertible Note with a Note, except that the principal amount hereof that thereof shall be equal the difference between (A) the principal amount of this Convertible Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common SharesStock. Upon any conversion of this Convertible Note pursuant to this Section 94, the Holder Purchaser shall surrender this Convertible Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall contemporaneously with such surrender shall, as soon as practicable but in no event more than ten (10) business days thereafter, issue and deliver to the Holder Purchaser at such principal office a certificate or certificates for the number of shares of such Common Shares Stock, to which the Holder Purchaser shall be entitled upon such conversion (the “Conversion Shares”) (bearing such legends as are required by Applicable Securities Legislation applicable state and stock exchange regulations or policies, as required by applicable Lawsfederal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder Purchaser is entitled upon such conversion under the terms of this Convertible Note.

Mechanics and Effect of Conversion. No fractional Common Shares shall be issued upon conversion of this Convertible NoteDebenture. Upon the conversion of all of the entire principal and accrued interest outstanding under this Convertible NoteDebenture (and any accrued interest thereon), in lieu of the Company issuing any fractional shares Shares to the HolderPurchaser, the Company shall pay to the Holder Purchaser the amount of outstanding principal (and any accrued interest thereon) that is not so converted. On partial The Purchaser shall not be required to deliver the original Debenture in order to effect a conversion thereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the original Debenture and issuance of a new Debenture representing the remaining outstanding principal amount. Upon surrender of this Convertible NoteDebenture following one or more partial conversions, the Company shall issue promptly deliver to the Holder (i) Purchaser a new Debenture representing the Common Shares into which a portion of this Convertible Note is converted and (ii) an amended and restated version of this Convertible Note with a remaining outstanding principal amount hereof that shall be equal the difference between (A) the principal amount of this Convertible Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common Shares. Upon any conversion of this Convertible Note pursuant to this Section 9, the Holder shall surrender this Convertible Note, duly endorsed, at the principal office of the Companyamount. At its expense, the Company shall contemporaneously with such surrender shall, as soon as practicable but in no event more than ten (10) business days after conversion of this Debenture pursuant to Section 4, issue and deliver to the Holder Purchaser at such principal office a certificate or certificates for the number of shares of such Common Shares to which the Holder Purchaser shall be entitled upon such conversion (bearing such legends as are required by Applicable Securities Legislation applicable state and stock exchange regulations or policies, as required by applicable Lawsfederal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder Purchaser is entitled upon such conversion under the terms of this Convertible NoteDebenture.

Mechanics and Effect of Conversion. No fractional shares of Common Shares Stock shall be issued upon conversion of this Convertible Note. Upon the conversion of all of the entire principal and accrued interest outstanding under this Convertible Note, in lieu of the Company issuing any fractional shares to the HolderInvestor in cash, the Company shall pay to the Holder Investor the amount of outstanding principal that is not so converted. On partial conversion of this Convertible Note, the Company shall issue to the Holder Investor (i) the shares of Common Shares Stock into which a portion of this Convertible Note is converted and (ii) an amended and restated version of a new subordinated convertible promissory note having identical terms to this Convertible Note with a Note, except that the principal amount hereof that thereof shall be equal the difference between (A) the principal amount of this Convertible Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common SharesStock. Upon any conversion of this Convertible Note pursuant to this Section 95, the Holder Investor shall surrender this Convertible Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall contemporaneously with such surrender shall, as soon as practicable thereafter, issue and deliver to the Holder Investor at such principal office a certificate or certificates for the number of shares of such Common Shares Stock, to which the Holder Investor shall be entitled upon such conversion (bearing such legends as are required by Applicable Securities Legislation applicable state and stock exchange regulations or policies, as required by applicable Lawsfederal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder Investor is entitled upon such conversion under the terms of this Convertible Note.

Mechanics and Effect of Conversion. No fractional shares of Common Shares Stock shall be issued upon conversion of this Convertible Note. Upon the conversion of all of the entire principal and accrued interest outstanding under this Convertible Note, in lieu of the Company issuing any fractional shares to the HolderInvestors, the Company shall pay to the Holder Investor the amount of outstanding principal that is not so converted. On partial conversion of this Convertible Note, the Company shall issue to the Holder Investor (i) the shares of Common Shares Stock into which a portion of this Convertible Note is converted and (ii) an amended and restated version of a new convertible promissory note having identical terms to this Convertible Note with a Note, except that the principal amount hereof that thereof shall be equal to the difference between (A) the principal amount of this Convertible Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common SharesStock. Upon any conversion of this Convertible Note pursuant to this Section 94, the Holder Investor shall surrender this Convertible Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall contemporaneously with such surrender shall, as soon as practicable thereafter, issue and deliver to the Holder Investor at such principal office a certificate or certificates for the number of shares of such Common Shares Stock, to which the Holder Investor shall be entitled upon such conversion (bearing such legends as are required by Applicable Securities Legislation applicable state and stock exchange regulations or policies, as required by applicable Lawsfederal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder Investor is entitled upon such conversion under the terms of this Convertible Note.

Mechanics and Effect of Conversion. No fractional Common Shares shall be issued upon conversion of this Convertible Note. Upon the conversion of all of the principal and accrued interest outstanding under this Convertible Note, in lieu of the Company issuing any fractional shares to the Holder, the Company shall pay to the Holder the amount of outstanding principal that is not so converted. On partial conversion of this Convertible Note, the Company shall issue to the Holder (i) the Common Shares into which a portion of this Convertible Note is converted and (ii) an amended and restated version of a new Secured Note having identical terms to this Convertible Note with a Note, except that the principal amount hereof that thereof shall be equal the difference between (A) the principal amount of this Convertible Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common Shares. Upon any conversion of this Convertible Note pursuant to this Section 98, the Holder shall surrender this Convertible Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall contemporaneously with shall, as soon as practicable thereafter, and in any event within three Business Days of such surrender surrender, issue and deliver to the Holder at such principal office a certificate or certificates for the number of shares of such Common Shares to which the Holder shall be entitled upon such conversion (bearing such legends as are required by Applicable Securities Legislation the Purchase Agreement and applicable securities Laws and stock exchange regulations or policies, as required by applicable Lawsin the opinion of counsel to the Company), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Convertible Note. Issuance of this Note shall constitute full authority to the Company’s officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for Common Shares issuable upon the conversion of this Note.