Common use of Backstop Clause in Contracts

Backstop. Subject to and in accordance with the terms and conditions set forth herein, upon Company’s exercise of its right to call the Backstop Amount set forth in Section 2.3, the Backstopper irrevocably commits to purchase, at the Closing, up to a number of shares of Convertible Preferred Stock (and accompanying Warrants) determined by dividing (i) the Backstop Amount by (ii) the Purchase Price (the “Commitment”).