Common use of Payment and Prepayment Clause in Contracts

Payment and Prepayment. (i) On the Maturity Date, the entire Payment Amount shall become due and payable in cash (except as may be paid pursuant to clause (ii) below). The Company may prepay this Note (together with all other Notes) in full (but not in part) in cash at any time after the Original Issue Date in an amount equal to the Payment Amount without any penalty. (ii) If the Preferred Stock Payment Conditions have been satisfied on or before the Maturity Date, the Company and the Holder shall, in conjunction with the closing of the issuance of at least $3,750,000 of Series A Preferred Stock to cash investors, exchange the Note and all amounts owing thereunder for a number of shares of Series A Preferred Stock equal to the Payment Amount as of the date of such exchange divided by the per share stated value of the Series A Preferred Stock (which shall not be greater than the per share cash consideration paid by the cash investors in the Series A Preferred Stock). (iii) If, at any time while this Note is outstanding, a Fundamental Transaction has been consummated, the Holder shall have the right to convert the Payment Amount (in full and not in part), as of the date of such conversion, into a number of shares of common stock equal to the such Payment Amount divided by the Minimum Price and receive the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of common stock equal to the number of converted shares issuable to the Holder pursuant to this clause (iii). Upon the exercise of the Holder’s option hereunder the Note shall be paid in full and the Company shall have no further obligations to the Holder under the Note. If holders of common stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the alternate consideration it receives pursuant to this clause (iii).