Conversion upon a Qualified Financing. If, on or before the Maturity Date, the Company issues and sells shares of its equity securities (“Equity Securities”) to investors (the “Investors”) while this Note remains outstanding in an equity financing other than in the Identified SPAC Transaction or a Qualified Listing Event with total proceeds to the Company of not less than $50,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)), (a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into Equity Securities sold in the Qualified Financing at a conversion price equal to (x) the price paid per share for Equity Securities by the Investors in the Qualified Financing for cash multiplied by (y) one minus the Discount Percentage. The issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing. Notwithstanding this paragraph, if the conversion price of the Notes as determined pursuant to this paragraph (the “QF Conversion Price”) is less than the price per share at which Equity Securities are issued in the Qualified Financing, the Company may, solely at its option, elect to convert this Note into shares of a newly created series of preferred stock of the Company having the identical rights, privileges, preferences and restrictions as Equity Securities issued in the Qualified Financing, and otherwise on the same terms and conditions, other than with respect to (if applicable): (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the QF Conversion Price; and (ii) the per share dividend, which will be the same percentage of the QF Conversion Price as applied to determine the per share dividends of the Investors in the Qualified Financing relative to the purchase price paid by the Investors.
Conversion upon a Qualified Financing. Upon the consummation of a Qualified Financing, without any action on the part of the Holder, the outstanding principal and accrued and unpaid interest under the Note will be converted into shares of New Round Stock based upon the issuance (or conversion) price of New Round Stock.
Conversion upon a Qualified Financing. In the event that the Company issues and sells shares of its equity securities (“Equity Securities”) to investors (the “Investors”) on or before the Maturity Date in an equity financing with total proceeds to the Company of not less than $15,000,000 (excluding the conversion under this Agreement or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (a “Qualified Financing”), then the Outstanding Token Balance of aPledge Digital Security Tokens shall automatically convert in whole without any further action by the Holder into Equity Securities sold in the Qualified Financing at a conversion price (“Conversion Price”) equal to the lesser of (i) the highest cash price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.95, and (ii) the quotient resulting from dividing $20,000,000 by the number of outstanding shares of Common Stock of the Company immediately prior to the Qualified Financing (assuming conversion of all securities convertible into Common Stock and exercise of all outstanding options and warrants, including all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Qualified Financing, but excluding the shares of equity securities of the Company issuable upon the conversion under this Agreement or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)). Each aPledge Digital Security Token and fraction thereof will convert into a number of equity securities equal to the quotient resulting from dividing Buyback Price by the Conversion Price. The issuance of Equity Securities pursuant to the conversion of aPledge Digital Security Tokens shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing.
Conversion upon a Qualified Financing. In the event that the Company issues and sells (i) shares of its preferred stock (“Preferred Securities”) to investors (the “Investors”) while this Note remains outstanding in a preferred stock financing with total proceeds to the Company of not less than $5,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (a “Preferred Stock Financing”) or (ii) shares of its common stock (“Common Stock” and together with the Preferred Securities, the “Equity Securities”) to Investors, while this Note remains outstanding, in a common stock financing with total proceeds to the Company of not less than $5,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (each of (i) or (ii), a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into the Equity Securities sold in the Qualified Financing at a conversion price equal to the cash price paid per share for Equity Securities by the Investors in the Qualified Financing (the “Conversion Price”); Except for the per share price (as set forth in this Section 2(a)), the issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing.
Conversion upon a Qualified Financing. Effective upon the closing of a Qualified Financing (as defined below), all of the outstanding principal and accrued interest under this Note (the “Outstanding Amount”) will automatically be converted into shares of the same class and series of capital stock of the Company issued to other investors in the Qualified Financing (the “Qualified Financing Securities”) at a conversion price equal to the price per share of Qualified Financing Securities paid by other investors in the Qualified Financing, with any resulting fraction of a share rounded down to the nearest whole share (and the Company paying to the Holder a cash amount equal to such fraction multiplied by the price per share of Qualified Financing Securities paid by other investors in the in the Qualified Financing). “
Conversion upon a Qualified Financing. In the event that the Company issues and sells shares of its preferred stock (“Preferred Stock”) to investors (the “Investors”) while this Note remains outstanding in an equity financing with total proceeds to the Company of not less than $30 million (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes) (a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into the same class and series of Preferred Stock sold in the Qualified Financing at a conversion price equal to the lesser of (i) the cash price paid per share for Preferred Stock by the Investors in the Qualified Financing multiplied by the Discount Rate (as defined below) and (ii) $1.32 per share (as adjusted for stock splits, stock dividends, reclassifications or the like) (item “(ii),” the “Series G-1 Conversion Price”). The issuance of Preferred Stock pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Preferred Stock sold in the Qualified Financing (other than the purchase price paid per share). For the purposes of this Note, the “Discount Rate” will mean (i) 85% if this Note is converted into equity securities on or before the 18-month anniversary of the execution of the Note Purchase Agreement and (ii) 80% if this Note is converted into equity securities following the 18-month anniversary of the execution of the Note Purchase Agreement.
Conversion upon a Qualified Financing. In the event that the Company issues and sells shares of its common stock to investors (the “Investors”) while this Note remains outstanding in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Act with total proceeds to the Company of not less than $30,000,000 (excluding the conversion of the Note or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into common stock sold in the Qualified Financing at a conversion price per share equal to the lesser of (i) the cash price paid per share for common stock by the Investors in the Qualified Financing multiplied by 0.75, and (ii) the quotient resulting from dividing $80,000,000 by the number of outstanding shares of common stock of the Company immediately prior to the Qualified Financing (assuming conversion of all securities convertible into common stock and exercise of all outstanding options and warrants, including all shares of common stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Qualified Financing, and including the shares of equity securities of the Company issuable upon the conversion of the Note and other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)). The issuance of common stock pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to common stock sold in the Qualified Financing.
Conversion upon a Qualified Financing. At the closing of any Qualified Financing, if this Note remains outstanding, the Subject Amount shall be converted into shares of the same securities (“Qualified Financing Securities”) sold by the Company in (and simultaneously with) the Qualified Financing. The number of shares of Qualified Financing Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the Subject Amount as of the date of the closing of the Qualified Financing by (ii) the price per share of the Qualified Financing Securities sold in such Qualified Financing. The Qualified Financing Securities issuable upon such conversion of this Note shall be of the same type and at the same price as the Qualified Financing Securities issued in the Qualified Financing and shall otherwise be issued on substantially the same terms and conditions applicable to the Qualified Financing for a like number of Qualified Financing Securities. The Holder of this Note agrees to execute and deliver the same documents in the Qualified Financing as are executed and delivered by the investors in such Qualified Financing, if any, who are not holders of the Note. As
Conversion upon a Qualified Financing. Upon the initial closing of the Maker’s first Qualified Financing (as defined below) consummated after the date hereof, all of the outstanding principal and all accrued and unpaid Interest under this Note shall automatically, and without further action on the part of the Holder, be converted into a number of shares of convertible preferred stock issued in the Qualified Financing (the “Financing Conversion Securities”) determined by (A) dividing the entire amount of the outstanding principal plus accrued but unpaid interest under this Note, by the price paid by investors in such Qualified Financing for shares of the Financing Conversion Securities and (B) rounding to the nearest whole share any resulting fraction of a share. A “Qualified Financing” shall mean any convertible preferred stock financing led by a venture capitalist or other institutional investor for the account of the Maker on an arm’s length basis which results in the Maker receiving immediately available gross proceeds in excess of $5,000,000 (excluding any proceeds attributable to promissory notes that are converted into shares of capital stock of the Company in connection with such financing (including this Note)) to be used for working capital and other general corporate purposes.
Conversion upon a Qualified Financing. In the event that the Company issues and sells shares of its preferred stock to investors (the “Investors”) for bona fide capital raising purposes while this Note remains outstanding in an equity financing with total proceeds to the Company of not less than $30,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes) (a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into preferred stock sold in the Qualified Financing at a conversion price per share equal to the cash price paid per share for preferred stock by the Investors in the Qualified Financing multiplied by 0.75. The issuance of preferred stock pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to preferred stock sold in the Qualified Financing.
