Convertible Promissory Note Agreement

iii) denunciation of rights. All rights to this note end with the issuance of Conversion Securities to the registered holder with the conversion of the Amount note, whether or not that note has been issued and whether or not all rights to purchase shares, investors153, co-sale, voting or other agreements have been executed by registered holders. Notwithstanding the above, the registration holder agrees to provide this notification to the company for cancellation as soon as possible after the note has been converted. The registered holder is not entitled to obtain the certificate of stock subscription and/or other instruments representing the Securities Conversions that will be issued upon the conversion of this note, until the original of this note is returned to the company or until the loss certificate is made and made available to the Company and the agreements covered in this Section 2 have been executed and delivered to the Company. “contractual obligation (s) “: any person, agreement, undertaking, contract, insight, mortgage, act of trust or any other instrument to which that person is involved or to which he or her property is related. When a convertible bond is converted into equity, holders of convertible bonds generally benefit from advantageous prices when converting to equity. Typically, holders pay the lowest price set in the next capital financing cycle, net of the applicable discount or price that is included in a pre-agreed valuation cap. More recently, some companies have begun to design convertible bonds that will be renegotiated when the maturity date is reached. This seems to be an acknowledgement that the vast majority of convertible bonds, particularly those issued during the first round of fundraising, are still beyond their maturity date. Sometimes note holders insist on things such as board seats, information rights, agreements against the issuance of shares or other debts and/or other conditions that are typically related to stock transactions. In this case, these contractual agreements between the company and the bondholders are usually written in a separate agreement with a title such as Note Holders` Agreement or Voting Agreement.

3. ISSUING TRANSFORMATION DOCUMENTS. Subject to Section 2, as soon as possible after the conversion of this note, the company is required, at its own expense, to be issued in the name of the registered holder and delivered to the registered holder; a share certificate or share capital certificates and/or additional instruments for processing securities to which the registered holder is entitled in such a transformation (with legends required by the current U.S. states and by government and federal securities laws in the appropriate opinion of the company`s legal counsel, by the certificate of creation or by the company`s statutes, or by an agreement between the company and the registered owner). This transformation is considered to be carried out on the day the eligible holder concludes the financing and registration and is treated for all uses as record holders of these processing titles. No fractions are issued when this note is processed. If, if not, a fraction of a share were to be converted, the company would pay, instead of a fraction, the present value of that fraction, calculated on the basis of the applicable processing price.

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