Common use of Conversion Pursuant to Section 4(a Clause in Contracts

Conversion Pursuant to Section 4(a. If this Note is to be automatically converted into Company Common Stock, the Company shall deliver written notice to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the conversion to be effected, specifying the Company Conversion Price, the principal amount of the Note to be converted, and the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company such ancillary agreements, with customary representations and warranties, as may be reasonably requested. Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) for cancellation upon the conversion of this Note into Company Common Stock; provided, however, that upon the closing of the Initial Public Offering, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(c)(iii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the closing of the Initial Public Offering, and on and after such date the Persons entitled to receive the shares of Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

Conversion Pursuant to Section 4(a. If this Note is to be automatically converted into Company Common Stockconverted, the Company shall deliver written notice shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the conversion to be effected, specifying the Company Conversion Price, the principal amount of the Note to be convertedconverted together with all accrued and unpaid interest, and the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designateddesignated by the Company, the Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company such ancillary agreements, with customary representations and warranties, as may be reasonably requested. Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Qualified Financing or an Initial Public Offering, as applicable, for cancellation upon the conversion of this Note into Company Common Stockcancellation; provided, however, that upon the closing of the Qualified Financing or the Initial Public Offering, as applicable, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(c)(iii4(b)(iii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the closing of the Qualified Financing or the Initial Public Offering, as applicable, and on and after such date the Persons (as defined below) entitled to receive the shares of Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

Conversion Pursuant to Section 4(a. If this Note is to be automatically converted into Company Common Stockin accordance with Section 4(a), the Company shall deliver written notice shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the conversion to be effected, specifying the Company IPO Conversion Price, the principal amount of the Note to be converted, together with all accrued and unpaid interest, the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company such ancillary agreements, a lock-up agreement in connection with customary representations an Initial Public Offering in substantially the same form of lock-up agreement and warranties, as may be reasonably requestedother related agreements necessary to consummate the Initial Public Offering. Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Initial Public Offering for cancellation upon the conversion of this Note into Company Common Stockcancellation; provided, however, that upon the closing of the Initial Public Offering, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(c)(iii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the closing of the Initial Public Offering, and if applicable and on and after such date the Persons entitled to receive the shares of Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

Conversion Pursuant to Section 4(a. If this Note is to be automatically converted into Company Common Stockpursuant to Section 4(a), the Company shall deliver written notice shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the conversion to be effected, specifying the Company IPO Conversion Price, the principal amount of the Note to be converted, together with all accrued and unpaid interest, the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this NoteIn connection with any potential IPO, Investor hereby agrees to execute and deliver to the Company or the underwriters in any such ancillary agreements, with customary representations and warranties, as may be reasonably requestedIPO a 180-day lock-up agreement. Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of such IPO for cancellation upon the conversion of this Note into Company Common Stockcancellation; provided, however, that upon the closing of the Initial Public OfferingIPO, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates (or book-entry statement) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(c)(iii4(d)(iii). Any Upon conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the closing of the Initial Public Offering), and on and after such date the Persons entitled to receive the shares of Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

Conversion Pursuant to Section 4(a. If this Note is to be automatically converted into Company Common Stockconverted, the Company shall deliver written notice shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the conversion to be effected, specifying the Company Qualified Financing Conversion Price, the principal amount of the Note to be converted, together with all accrued and unpaid interest, the securities to be issued on conversion, the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company Company, and shall be bound upon such conversion by the obligations in, all transaction documents entered into by other purchasers participating in the Qualified Financing, including a purchase agreement, an investor rights agreement and other ancillary agreements, with customary representations and warrantieswarranties and transfer restrictions (including, as may be reasonably requestedwithout limitation, a lock-up agreement with the underwriter(s) of any Qualified Financing whereby the Investor will agree not to sell any of the shares issued upon Conversion of this Note in accordance with Section 4(a) for a period of 180 days following the effective date of the Qualified Financing). Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Qualified Financing for cancellation upon the conversion of this Note into Company Common Stockcancellation; provided, however, that upon the closing of the Initial Public OfferingQualified Financing, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(c)(iii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the closing of the Initial Public Offering, Qualified Financing and on and after such date the Persons entitled to receive the shares of Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

Conversion Pursuant to Section 4(a. If this Note is to be automatically converted into Company Common Stockconverted, the Company shall deliver written notice shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the conversion to be effected, specifying the Company Conversion Price, the principal amount of the Note to be converted, together with all accrued and unpaid interest, the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company such all transaction documents entered into by other purchasers participating in the Qualified Financing, including a purchase agreement, an investor rights agreement and other ancillary agreements, with customary representations and warrantieswarranties and transfer restrictions (including, as may be reasonably requestedwithout limitation, a 180-day lock-up agreement in connection with an initial public offering). Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Qualified Financing for cancellation upon the conversion of this Note into Company Common Stockcancellation; provided, however, that upon the closing of the Initial Public OfferingQualified Financing, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(c)(iii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the closing of the Initial Public Offering, Qualified Financing and on and after such date the Persons entitled to receive the shares of Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

Conversion Pursuant to Section 4(a. If this Note is to be automatically converted into Company Common Stockpursuant to Section 4(a), the Company shall deliver written notice shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the conversion to be effected, specifying the Company IPO Conversion Price, the principal amount of the Note to be converted, together with all accrued and unpaid interest, the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this NoteIn connection with any potential IPO, Investor hereby agrees to execute and deliver to the Company or the underwriters in any such ancillary agreements, with customary representations and warranties, as may be reasonably requestedIPO a 180-day lock-up agreement. Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of such IPO for cancellation upon the conversion of this Note into Company Common Stockcancellation; provided, however, that upon the closing of the Initial Public OfferingIPO, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates (or book-entry statement) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(c)(iii4(d)(v). Any Upon conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the closing of the Initial Public Offering), and on and after such date the Persons entitled to receive the shares of Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

Conversion Pursuant to Section 4(a. If this Note is to be automatically converted into Company Common Stockconverted, the Company shall deliver written notice shall be delivered to Investor at the address last shown on the records of the Company for Investor or given by Investor to the Company for the purpose of notice, notifying Investor of the conversion to be effected, specifying the Company Conversion Price, the principal amount of the Note to be converted, and the securities to be issued on conversion, the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company Company, and shall be bound upon such conversion by the obligations in, all transaction documents entered into by other purchasers participating in the Qualified Financing, including a purchase agreement, an investor rights agreement and other ancillary agreements, with customary representations and warrantieswarranties and transfer restrictions (including, as may be reasonably requestedwithout limitation, a 180-day lock-up agreement in connection with an initial public offering). Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Qualified Financing for cancellation upon the conversion of this Note into Company Common Stockcancellation; provided, however, that upon the closing of the Initial Public OfferingQualified Financing, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(c)(iii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the closing of the Initial Public Offering, Qualified Financing and on and after such date the Persons entitled to receive the shares of Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

Conversion Pursuant to Section 4(a. If this Note is to be automatically converted into Company Common Stockconverted, the Company shall deliver written notice shall be delivered to the Investor at the address last shown on the records of the Company for the Investor or given by the Investor to the Company for the purpose of notice, notifying the Investor of the conversion to be effected, specifying the Company Conversion Price, the principal amount of the Note to be converted, together with all accrued and unpaid interest, the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. Upon such conversion of this Note, the Investor hereby agrees to execute and deliver to the Company such all transaction documents entered into by other purchasers participating in the Qualified Financing, including a purchase agreement, an investor rights agreement and other ancillary agreements, with customary representations and warrantieswarranties and transfer restrictions (including, as may be reasonably requestedwithout limitation, a lock-up agreement inconnection with an initial public offering similar in substance and form to the same agreements executed by the executive officers of the Company; provided, however, in no event shall such lock-up period exceed one hundred eighty (180) days). The Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Qualified Financing for cancellation upon the conversion of this Note into Company Common Stockcancellation; provided, however, that upon the closing of the Initial Public OfferingQualified Financing, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to the Investor for any cash amounts payable as described in Section 4(c)(iii). Any conversion of this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the closing of the Initial Public Offering, Qualified Financing and on and after such date the Persons entitled to receive the shares of Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares.