Common use of Mechanics of Optional Conversion Clause in Contracts

Mechanics of Optional Conversion. To convert Series A Preferred stock pursuant to Section 8(b) above into shares of Common Stock on any date (a “Conversion Date”), the Holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or the Transfer Agent, or notify the Corporation or its Transfer Agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall deliver at such office a copy of a properly and fully-completed and executed notice of conversion in the form attached hereto as Exhibit A (the “Conversion Notice”). Thereupon, the Corporation shall promptly issue and deliver to such Holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled upon such conversion. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificate or certificates representing the shares of Series A Preferred Stock to be converted, and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date.

Mechanics of Optional Conversion. To convert Series A Preferred stock pursuant to Section 8(b) above this Note into shares of Common Stock, the Holder shall give written notice to the Company (which notice may be given by facsimile transmission) that such Holder elects to convert the same and shall state therein the principal amount of this Note and the name or names in which such Holder wishes the certificate or certificates for shares of Common Stock on any date (a “Conversion Date”), to be issued. Promptly thereafter the Holder shall surrender the certificate or certificates thereforrepresenting this Note, duly endorsed, at the office of the Corporation or the Transfer AgentCompany, or notify at such other place designated by the Corporation or its Transfer Agent that such certificates have been lostCompany. The Company shall, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with immediately upon receipt of such certificates, and shall deliver at such office a copy of a properly and fully-completed and executed notice of conversion in the form attached hereto as Exhibit A (the “Conversion Notice”). Thereupon, the Corporation shall promptly issue and deliver to or upon the order of such Holder holder, against delivery of the certificates representing this Note, a certificate or certificates for the number of shares of Common Stock as applicable, to which such holder is entitled upon shall be entitled. The Company shall promptly effect such conversionissuance and shall transmit the certificates promptly after the receipt of such notice. Such conversion shall be deemed to have been made immediately prior to the close of business on the date such notice of such surrender of the certificate conversion is given. The Person or certificates representing the shares of Series A Preferred Stock to be converted, and the person Persons entitled to receive the shares of Common Stock Stock, issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares at the close of Common Stock business on such date.