Common use of Next Equity Financing Conversion Clause in Contracts

Next Equity Financing Conversion. The principal balance and unpaid accrued interest on each Note will automatically convert into Conversion Shares upon the closing of the Next Equity Financing. The number of Conversion Shares the Company issues upon such conversion of any Note will equal the quotient obtained by dividing (x) the outstanding principal balance and unpaid accrued interest under such converting Note on a date that is no more than ten (10) Business Days prior to the closing of the Next Equity Financing by (y) the applicable Conversion Price. At least five (5) days prior to the closing of the Next Equity Financing, the Company will notify the Lead Investor and administrator of the Special Purpose Vehicle and any Major Investors of the terms of the Equity Securities that are expected to be issued to such holder in such financing and the 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 holder to surrender to the Company, in the manner and at the place designated, the Note. Except as otherwise set forth herein, the issuance of Conversion Shares pursuant to the conversion of each Note will be on, and subject to, the same terms and conditions applicable to the Equity Securities issued in the Next Equity Financing (except that, in the event the Equity Securities to be issued in the Next Equity Financing are Preferred Stock with a liquidation preference, the Company may, at its election, issue shares of Shadow Preferred to the Purchaser in lieu of such Preferred Stock).

Next Equity Financing Conversion. The principal balance and unpaid accrued interest on each this Note will automatically convert into Conversion Shares upon the closing of the Next Equity Financing. Notwithstanding the foregoing, the Company may, at its option, pay any unpaid accrued interest on this Note in cash at the time of conversion. The number of Conversion Shares the Company issues upon such conversion of any Note will equal the quotient (rounded down to the nearest whole share) obtained by dividing (x) the outstanding principal balance and unpaid accrued interest under such converting this Note on a date that is no more than ten five (105) Business Days days prior to the closing of the Next Equity Financing Financing/the date of conversion by (y) the applicable Conversion Price. At least five (5) days prior to the closing of the Next Equity Financing, the Company will notify the Lead Investor and administrator of the Special Purpose Vehicle and any Major Investors Holder in writing of the terms of the Equity Securities that are expected to be issued to such holder in such financing and the 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 holder to surrender to the Company, in the manner and at the place designated, the Notefinancing. Except as otherwise set forth herein, the The issuance of Conversion Shares pursuant to the conversion of each this Note will be on, and subject to, the same terms and conditions applicable to the Equity Securities issued in the Next Equity Financing (except that, in the event the Equity Securities to be issued in the Next Equity Financing are Preferred Stock with a liquidation preference, the Company may, at its election, issue shares of Shadow Preferred to the Purchaser Holder in lieu of such Preferred Stock).

Next Equity Financing Conversion. The principal balance and unpaid accrued interest on each Note will automatically convert into Conversion Shares Securities upon the closing of the Next Equity Financing. The number of Conversion Shares Securities the Company issues upon such conversion of any Note will equal the quotient (rounded up to the nearest whole share) obtained by dividing (x) the outstanding principal balance and unpaid accrued interest under such each converting Note on a date that is no more than ten five (105) Business Days days prior to the closing of the Next Equity Financing by (y) the applicable Conversion Price. At least five (5) days prior to the closing of the Next Equity Financing, the Company will notify the Lead Investor and administrator holder of the Special Purpose Vehicle and any Major Investors each Note in writing of the terms of the Equity Securities that are expected to be issued to such holder in such financing and the 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 holder to surrender to the Company, in the manner and at the place designated, the NoteNext Equity Financing. Except as otherwise set forth herein, the The issuance of Conversion Shares Securities pursuant to the conversion of each Note will be on, and subject to, the same terms and conditions applicable to the Equity Securities issued in the Next Equity Financing (except that, in the event the Equity Securities to be issued in the Next Equity Financing are Preferred Stock Equity with a liquidation preference, the Company may, at its election, issue shares of Shadow Preferred to the Purchaser in lieu of such Preferred StockEquity but not in lieu of any additional Equity Securities issued with the Preferred Equity in such Next Equity Financing).