Common use of Qualifying IPO Clause in Contracts

Qualifying IPO. (i) If a Qualifying IPO occurs prior to the Maturity Date, then effective as of the closing date of such Qualifying IPO, the Series 2 Note Obligation Amount shall automatically convert in full into a number of Conversion Shares equal to: (x) the outstanding Series 2 Note Obligations Amount on such closing date, divided by (y) a price per share (the “IPO Conversion Price”) equal to (A) 90% of the gross price per share at which Common Stock is sold in the Qualifying IPO, if the Qualifying IPO occurs on or before September 30, 2022; (B) 85% of the gross price per share at which Common Stock is sold in the Qualifying IPO, if the Qualifying IPO occurs on or after October 1, 2022 but on or before December 31, 2022; or (C) 80% of the gross price per share at which Common Stock is sold in the Qualifying IPO, if the Qualifying IPO occurs on or after January 1, 2023. If, in the case of a Qualifying IPO described in clause (b) of the definition thereof, such gross price per share is not readily identifiable, then such gross price per share shall be deemed to equal the average of the last reported per share sale price of the successor entity’s common stock on the public securities market on which it is primarily traded for the twenty (20) consecutive trading days immediately prior to the closing date of such Qualifying IPO; provided, however, that if no sales of such common stock occurred on any such trading day, the mean between the closing “bid” and “asked” per share prices for such common stock on such trading day shall be used in lieu of the last reported per share sale price for such trading day.

Qualifying IPO. (i) If a Qualifying IPO occurs prior to the Maturity Date, then effective as of the closing date of such Qualifying IPO, the Series 2 Note Obligation Amount shall automatically convert in full into a number of Conversion Shares equal to: (x) the outstanding Series 2 Note Obligations Amount on such closing date, divided by (y) a price per share (the “IPO Conversion Price”) equal to the lesser of (A) 90% (or, if the closing date of such Qualifying IPO occurs after February 28, 2022, 80%) of the gross price per share at which Common Stock is sold in the Qualifying IPO, if the Qualifying IPO occurs on or before September 30, 2022; and (B) 85% of the gross price per share at which Common Stock is sold in the Qualifying IPO, if the Qualifying IPO occurs on or after October 1, 2022 but on or before December 31, 2022; or (C) 80% of the gross price per share at which Common Stock is sold in the Qualifying IPO, if the Qualifying IPO occurs on or after January 1, 2023Valuation Cap Amount. If, in the case of a Qualifying IPO described in clause (b) of the definition thereof, such gross price per share is not readily identifiable, then such gross price per share shall be deemed to equal the average of the last reported per share sale price of the successor entity’s common stock on the public securities market on which it is primarily traded for the twenty (20) consecutive trading days immediately prior to the closing date of such Qualifying IPO; provided, however, that if no sales of such common stock occurred on any such trading day, the mean between the closing “bid” and “asked” per share prices for such common stock on such trading day shall be used in lieu of the last reported per share sale price for such trading day.