Common use of Mandatory Conversion at Maturity Clause in Contracts

Mandatory Conversion at Maturity. On the Maturity Date, all amounts payable hereunder (except for interest, which shall be paid in accordance with Section 5.3 of this Note) shall be paid in shares of the Maker’s Common Stock at a conversion price (the “Mandatory Principal Conversion Price”) equal to the lowest of: (i) $3.75 (the “Closing Price”), (ii) the Listing Price (as defined below), (iii) the Public Offering Price (as defined below), (iv) the Private Offering Price (as defined below), or (v) the Change of Control Price (as defined below). The “Listing Price” means the lower of the opening and closing National Exchange prices (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) on such day that the Maker’s Common Stock is first traded on a National Exchange. The “Public Offering Price” means the price per share (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) paid by public investors in an underwritten public offering conducted in connection with the Listing, without regard to any underwriting discount or other offering expense. The “Private Offering Price” means the means the lowest price per share (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) paid by investors in any private equity, equity-linked or debt financing (other than the 2015 Offering) conducted after the date hereof prior to the Listing, without regard to any broker’s fee or other offering expense. The “Change of Control Price” means the per-share consideration (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) paid in the Change of Control.

Mandatory Conversion at Maturity. On the Maturity Date, all amounts payable hereunder (except for interest, which shall be paid in accordance with Section 5.3 of this Note) shall be paid in shares of the Maker’s Common Stock at a conversion price (the “Mandatory Principal Conversion Price”) equal to the lowest of: (i) $3.75 (the “Closing Price”), (ii) the Listing Price (as defined below), (iii) the Public Offering Price (as defined below), (iv) the Private Offering Price (as defined below), or (v) the Change of Control Price (as defined below). The “Listing Price” means the lower of the opening and closing National Exchange prices (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) on such day that the Maker’s Common Stock is first traded on a National Exchange. The “Public Offering Price” means the price per share (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) paid by public investors in an underwritten public offering conducted in connection with the Listing, without regard to any underwriting discount or other offering expense. The “Private Offering Price” means the means the lowest price per share (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) paid by investors in any private equity, equity-linked or debt financing (other than the 2015 Offering) conducted after the date hereof prior to the Listing, without regard to any broker’s fee or other offering expense. The “Change of Control Price” means the per-share consideration (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) paid in the Change of Control.

Mandatory Conversion at Maturity. On the Maturity Date, all amounts payable hereunder (except for interest, which shall be paid in accordance with Section 5.3 of this Note) shall be paid in shares of the Maker’s Common Stock at a conversion price (the “Mandatory Principal Conversion Price”) equal to the lowest of: (i) $3.75 2.75 (the “Closing Price”), (ii) the Listing Price (as defined below), (iii) the Public Offering Price (as defined below), (iv) the Private Offering Price (as defined below), or (v) the Change of Control Price (as defined below). The “Listing Price” means the lower of the opening and closing National Exchange prices (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) on such day that the Maker’s Common Stock is first traded on a National Exchange. The “Public Offering Price” means the price per share (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) paid by public investors in an underwritten public offering conducted in connection with the Listing, without regard to any underwriting discount or other offering expense. The “Private Offering Price” means the means the lowest price per share (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) paid by investors in any private equity, equity-linked or debt financing (other than the 2015 Offering) conducted after the date hereof prior to the Listing, without regard to any broker’s fee or other offering expense. The “Change of Control Price” means the per-share consideration (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) paid in the Change of Control.

Mandatory Conversion at Maturity. On the Maturity Date, all amounts payable hereunder (except for interest, which shall be paid in accordance with Section 5.3 of this Note) shall be paid in shares of the Maker’s Common Stock at a conversion price (the “Mandatory Principal Conversion Price”) equal to the lowest of: (i) $3.75 0.35 (the “Closing Price”), (ii) the Listing Price (as defined below), (iii) the Public Offering Price (as defined below), (iv) the Private Offering Price (as defined below), or (v) the Change of Control Price (as defined below). The “Listing Price” means the lower of the opening and closing National Exchange prices (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) on such day that the Maker’s Common Stock is first traded on a National Exchange. The “Public Offering Price” means the price per share (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) paid by public investors in an underwritten public offering conducted in connection with the Listing, without regard to any underwriting discount or other offering expense. The “Private Offering Price” means the means the lowest price per share (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) paid by investors in any private equity, equity-linked or debt financing (other than the 2015 Offering) conducted after the date hereof prior to the Listing, without regard to any broker’s fee or other offering expense. The “Change of Control Price” means the per-share consideration (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) paid in the Change of Control.