Common use of Conversion upon a Qualified Financing Clause in Contracts

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. IfIn the event that, on or before prior to the Maturity Date, the Company issues and sells shares of its equity securities (“Equity Securities”) to investors (the “Investors”) while this Note remains outstanding for capital raising purposes in an equity financing other than a transaction or series of related transactions resulting in the Identified SPAC Transaction or a Qualified Listing Event with total gross proceeds to the Company of not less than $50,000,000 1,000,000 (excluding the conversion of the Notes or Notes, other indebtedness and/or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity) (collectively, “Convertible Instruments”))) (such transaction, (a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest thereon 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 the lesser of (xi) the cash price paid per share for Equity Securities by the Investors in the Qualified Financing for cash (excluding any discount in connection with the conversion of any Convertible Instruments) multiplied by the Conversion Rate (yas defined below), and (ii) one minus the Discount Percentageper share price equal to the quotient resulting from dividing the Valuation Cap (as defined below) by the number of Fully Diluted Shares (as defined below) calculated in good faith by the Company’s Board of Directors (the “Board”) as of immediately prior to the conversion of the Note and subject to the approval of the Majority Holders. 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 paragraphIn the event of a Qualified Financing after the Maturity Date, if upon the conversion price election of the Notes as determined pursuant to this paragraph (Majority Holders 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 outstanding principal amount of 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 any unpaid accrued interest thereon shall convert upon the same terms and conditions, other than with respect to (if applicable): (iset forth in this Section 2(a) 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 would apply on or prior to the purchase price paid by the InvestorsMaturity Date.

Conversion upon a Qualified Financing. If, Upon the occurrence of a Conversion Trigger 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)), Date (a “Qualified Financing”), then Holder shall be entitled to, but not obligated to, convert the outstanding principal amount Balance of this Note and any unpaid accrued interest shall automatically convert Note, in whole without any further action by or in part, into the Holder into Equity Securities securities sold in the Qualified Financing (“Equity Securities”) at a conversion price equal to (x) the cash price paid per share for Equity Securities by the Investors investors in the Qualified Financing for cash (the “Investors”) multiplied by (y) one minus 0.80, by providing written notice to the Discount PercentageCompany (a “Conversion Notice”). 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. The Conversion Notice must set forth the amount of the Balance that will be converted pursuant to this Section 3(a) and must be provided within ten (10) business days of receipt of written notice from the Company of a Qualified Financing. Notwithstanding this paragraph, if the conversion price of the Notes this Note 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 the 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. If, on or before In the Maturity Date, event that the Company issues and sells shares of its equity securities (( “Equity Securities”) to investors (the “Investors”) while this Note remains the Notes remain outstanding in an a bona fide equity financing other than in consisting of a transaction or series of transactions with the Identified SPAC Transaction or a Qualified Listing Event principal purpose of raising capital with total proceeds to the Company of not less than $50,000,000 5,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., other convertible notes and 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 the lesser of (xi) the cash price paid per share for Equity Securities by the Investors in the Qualified Financing for cash multiplied by 0.80, and (yii) one minus the Discount Percentagequotient resulting from dividing $50,000,000 by the number of outstanding shares of Common Stock of the Company immediately prior to the Qualified Financing (assuming conversion of all convertible securities and exercise of all outstanding options, warrants, phantom stock, stock appreciation rights, and other rights to acquire capital stock of the Company, including any shares 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 of the Notes or other convertible securities issued for capital raising purposes (e.g., other convertible notes and Simple Agreements for Future Equity)). 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 the Notes into shares of a newly created series of preferred stock of the Company having the identical rights, privileges, preferences and restrictions as the 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. If, on or before In the Maturity Date, event that the Company issues and sells shares of its equity securities (the “Equity Securities”) to investors (the “Investors”) while this Note remains outstanding on or before the Maturity Date 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 10,000,000 (excluding the conversion of the Notes or and any 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 such 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 Percentage0.80. The issuance of Equity Securities pursuant to the conversion of this Note pursuant to this Section 2(a) shall be upon and subject to the same terms and conditions applicable to the 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 the Equity Securities issued in the Qualified Financing, and otherwise on the same terms and conditions, other than with respect to (if applicable): to: (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 new Investors in the Qualified Financing relative to the purchase price paid by the such Investors.