Common use of Rollover Rights Clause in Contracts

Rollover Rights. If at any time while the Purchaser owns any Preferred Shares, the Company completes any public offering or private placement of equity or debt securities (each, a “Future Transaction”), the Purchaser may, in its sole discretion, elect to apply all, or any portion, of the Stated Value and any accrued dividends, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Purchaser as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Purchaser may exercise its Rollover Rights under this Section 4.19 by providing the Company written notice of such exercise within five Business Days of the public announcement of the completion of the Future Transaction. In the event Purchaser exercises its Rollover Rights the Preferred Shares relating to such exercise will automatically convert to the corresponding securities issued in such Future Transaction under the terms of such Future Transaction, such that the Purchaser will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction at a purchase price equal to the Stated Value and any accrued dividends for such Preferred Shares. For the avoidance of doubt, the Purchaser will retain any Warrants the Purchaser owns upon exercise of the Purchaser’s Rollover Rights.

Rollover Rights. If at any time while the Purchaser owns any Preferred Sharesthis Note is outstanding, the Company completes any single public offering or private placement of equity its equity, equity-linked or debt securities (each, a “Future Transaction”), the Purchaser Holder may, in its sole discretion, elect to apply all, or any portion, of the Stated Value then outstanding principal amount of this Note and any accrued dividendsbut unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Purchaser Holder as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Purchaser Holder may exercise its Rollover Rights under this Section 4.19 by providing the Company written notice of such exercise within five Business Days of before the public announcement of the completion closing of the Future Transaction. In the event Purchaser Holder exercises its Rollover Rights Rights, then such elected portion of the Preferred Shares relating to such exercise will outstanding principal amount of this Note and accrued but unpaid interest shall automatically convert to into the corresponding securities issued in such Future Transaction under the terms of such Future TransactionTransaction (except as provided in the next sentence), such that the Purchaser Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction at a Transaction. The conversion price applicable to such conversion shall equal eighty percent (80%) of the cash purchase price equal paid per share, unit or other security denomination for the Company securities issued in the Future Financing to other investors in the Stated Value and any accrued dividends for such Preferred SharesFuture Transaction. For the avoidance of doubt, the Purchaser Holder will retain any Warrants the Purchaser Holder owns upon following any exercise of the PurchaserHolder’s Rollover Rights.

Rollover Rights. If at any time while the Purchaser owns any Preferred Sharesthis Note is outstanding, the Company completes any single public offering or private placement of equity its equity, equity-linked or debt securities in an amount greater than $350,000 (each, a “Future Transaction”), the Purchaser Holder may, in its sole discretion, elect to apply all, or any portion, of the Stated Value then outstanding principal amount of this Note and any accrued dividendsbut unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Purchaser Holder as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Purchaser Holder may exercise its Rollover Rights under this Section 4.19 by providing the Company written notice of such exercise within five Business Days of before the public announcement of the completion closing of the Future Transaction. In the event Purchaser Holder exercises its Rollover Rights Rights, then such elected portion of the Preferred Shares relating to such exercise will outstanding principal amount of this Note and accrued but unpaid interest shall automatically convert to into the corresponding securities issued in such Future Transaction under the terms of such Future TransactionTransaction (except as provided in the next sentence), such that the Purchaser Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction at a Transaction. The conversion price applicable to such conversion shall equal seventy-five percent (75%) of the cash purchase price equal paid per share, unit or other security denomination for the Company securities issued in the Future Financing to other investors in the Stated Value and any accrued dividends for such Preferred SharesFuture Transaction. For the avoidance of doubt, the Purchaser Holder will retain any Warrants the Purchaser Holder owns upon following any exercise of the PurchaserHolder’s Rollover Rights.

Rollover Rights. If at any time while prior to the Purchaser owns any Preferred Shareslisting of the Common Stock on a national securities exchange, the Company completes any single public offering or private placement of equity its equity, equity-linked or debt securities in an amount greater than $2,500,000 (each, a “Future Transaction”), the Purchaser Holder may, in its sole discretion, elect to apply all, or any portion, of the Stated Value then outstanding principal amount of this Note and any accrued dividendsbut unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Purchaser Holder as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Purchaser Holder may exercise its Rollover Rights under this Section 4.19 by providing the Company written notice of such exercise within five Business Days of before the public announcement of the completion closing of the Future Transaction. In the event Purchaser Holder exercises its Rollover Rights Rights, then such elected portion of the Preferred Shares relating to such exercise will outstanding principal amount of this Note and accrued but unpaid interest shall automatically convert to into the corresponding securities issued in such Future Transaction under the terms of such Future TransactionTransaction (except as provided in the next sentence), such that the Purchaser Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction at a Transaction. The conversion price applicable to such conversion shall equal seventy-five percent (75%) of the cash purchase price equal paid per share, unit or other security denomination for the Company securities issued in the Future Financing to other investors in the Stated Value and any accrued dividends for such Preferred SharesFuture Transaction. For the avoidance of doubt, the Purchaser Holder will retain any Warrants the Purchaser Holder owns upon following any exercise of the PurchaserHolder’s Rollover Rights.

Rollover Rights. If at any time while the Purchaser owns any Preferred Sharesthis Note is outstanding, the Company completes any public offering or private placement of equity or its equity, equity-linked and/or debt securities (each, a “Future Transaction”), the Purchaser Holder may, in its sole discretion, elect to apply all, or any portion, of the Stated Value then outstanding principal amount of this Note and any accrued dividendsbut unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Purchaser Holder as soon as practicable, but in no event less than fifteen three (153) days Business Days before the anticipated closing date of such Future Transaction. The Purchaser Holder may exercise its Rollover Rights under this Section 4.19 by providing the Company written notice of such exercise within five two (2) Business Days after receipt of the public announcement of the completion notice of the Future Transaction. In the event Purchaser Holder exercises its Rollover Rights Rights, then such elected portion of the Preferred Shares relating to such exercise will outstanding principal amount of this Note and accrued but unpaid interest shall automatically convert to into the corresponding securities issued in such Future Transaction under the terms of such Future TransactionTransaction (except as provided in the next sentence), such that the Purchaser Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction at a Transaction. The conversion price applicable to such conversion shall equal (x) the cash purchase price equal paid per share, unit or other security denomination for the Company securities issued in the Future Financing to other investors in the Stated Value and any accrued dividends for such Preferred SharesFuture Transaction, (y) multiplied by 0.70. For the avoidance of doubt, the Purchaser Holder will retain any Warrants the Purchaser Holder owns upon following any exercise of the PurchaserHolder’s Rollover Rights.

Rollover Rights. If at any time while the Purchaser owns any Preferred Sharesthis Note is outstanding, the Company completes any single public offering or private placement of equity its equity, equity-linked or debt securities (each, a “Future Transaction”), the Purchaser Holder may, in its sole discretion, elect to apply all, or any portion, of the Stated Value then outstanding principal amount of this Note and any accrued dividendsbut unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Purchaser Holder as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Purchaser Holder may exercise its Rollover Rights under this Section 4.19 by providing the Company written notice of such exercise within five Business Days of before the public announcement of the completion closing of the Future Transaction. In the event Purchaser Holder exercises its Rollover Rights Rights, then such elected portion of the Preferred Shares relating to such exercise will outstanding principal amount of this Note and accrued but unpaid interest shall automatically convert to into the corresponding securities issued in such Future Transaction under the terms of such Future TransactionTransaction (except as provided in the next sentence), such that the Purchaser Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction at a Transaction. The conversion price applicable to such conversion shall equal one hundred percent (100%) of the cash purchase price equal paid per share, unit or other security denomination for the Company securities issued in the Future Financing to other investors in the Stated Value and any accrued dividends for such Preferred SharesFuture Transaction. For the avoidance of doubt, the Purchaser Holder will retain any Warrants the Purchaser Holder owns upon following any exercise of the PurchaserHolder’s Rollover Rights.