Common use of Next Equity Financing Clause in Contracts

Next Equity Financing. Upon the closing of the Next Equity Financing, the principal and unpaid accrued interest of each Note will be automatically converted into, at the option of the holder thereof, either (i) the Equity Securities issued in the Next Equity Financing or (ii) shares of Series B-3 Preferred Stock. Notwithstanding the foregoing, upon the written consent of holders of at least seventy-five percent (75%) in interest of the aggregate principal amount of Notes, accrued interest on this Note may be paid in cash at the option of the Company. The number of Conversion Shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest on a Note to be converted on the date of conversion, by the Conversion Price, as applicable. At least ten (10) business days prior to the closing of the next sale (or series of related sales) by the Company of its Equity Securities following the date of this Agreement (each a “Planned Financing”), the Company shall notify the holder of each Note in writing of the terms under which the Equity Securities of the Company will be sold in such Planned Financing (the “Financing Notice”). If the Planned Financing qualifies as a Next Equity Financing, then within five (5) business days after the Financing Notice is effectively given by the Company, a holder shall inform the Company of its election to convert the Note into either (x) the Equity Securities issued in the next Equity Financing or (y) shares of Series B-3