Ti	=	Conversion of the {KISS}
1.Ti	=	{Next_Equity_Financing}
1.sec	=	{1.1.Sen} {1.2.Sen} {1.3.Sen} {1.4.Sen}
1.1.Sen	=	Upon the closing of the {Next_Equity_Financing}, this {KISS} will be automatically converted into that number of {Conversion_Shares} equal to the quotient obtained by dividing the {Purchase_Price} and unpaid accrued interest on this {KISS} by the {Conversion_Price}.
1.2.Sen	=	Notwithstanding the foregoing, accrued interest on this {KISS} may be paid in cash at the option of {the_Company}.
1.3.Sen	=	At least five (5) days prior to the closing of the {Next_Equity_Financing}, {the_Company} shall notify {the_Investor} in writing of the terms under which the {Preferred_Stock} will be sold in such financing.
1.4.Sen	=	The issuance of {Conversion_Shares} pursuant to the conversion of this {KISS} shall be upon and subject to the same terms and conditions applicable to the {Preferred_Stock} sold in the {Next_Equity_Financing} (or the {Shadow_Series}, as applicable).
Equity.Xref	=	{Xref}.1
2.Ti	=	{Corporate_Transaction}
2.sec	=	{2.1.Sen} {2.2.Sen}
2.1.Sen	=	In the event of a {Corporate_Transaction} prior to the conversion of this {KISS} pursuant to {Equity.Xref} or {Maturity.Xref}, at Investor's election, (i) this {KISS} shall be converted into that number of {Conversion_Shares} equal to the quotient obtained by dividing the {Purchase_Price} and unpaid accrued interest on this {KISS} by the {Conversion_Price}; or (ii) {the_Investor} shall be paid the {Corporate_Transaction_Payment}.
2.2.Sen	=	At least ten (10) days prior to the closing of the {Corporate_Transaction}, {the_Company} shall notify {the_Investor} in writing of the terms of the {Corporate_Transaction}.
Corporate.Xref	=	{Xref}.2
3.Ti	=	Maturity Conversion
3.sec	=	Unless earlier converted to {Conversion_Shares} or paid pursuant to {Equity.Xref} or {Maturity.Xref}, at the election of the {Majority_in_Interest} at any time on or after the {Maturity_Date}, this {KISS} shall be converted into that number of {Conversion_Shares} equal to the quotient obtained by dividing the {Purchase_Price} and unpaid accrued interest on this {KISS} by the {Conversion_Price}.
Maturity.Xref	=	{Xref}.3
4.Ti	=	No Fractional Shares
4.sec	=	Upon the conversion of this {KISS} into {Conversion_Shares}, in lieu of any fractional shares to which the holder of this {KISS} would otherwise be entitled, {the_Company} shall pay the holder cash equal to such fraction multiplied by the {Conversion_Price}.
5.Ti	=	Mechanics of Conversion
5.sec	=	As promptly as practicable after the conversion of this {KISS}, {the_Company} at its expense will issue and deliver to {the_Investor}, upon surrender of this {KISS}, a certificate or certificates for the number of {Conversion_Shares}. Conversion of this {KISS} may be made contingent upon the closing of the {Next_Equity_Financing} or {Corporate_Transaction}.
	=	[G/Z/ol/5]