Common use of Rollover Rights Clause in Contracts

Rollover Rights. If at any time while this Note is outstanding, the Company completes the S-1 Transaction or following the Maturity Date the Company completes any public offering or private placement of its equity, equity-linked and/or debt securities (each, a “Future Transaction”), the Holder may, in its sole discretion, elect to apply all, or any portion, of the then outstanding principal amount of this Note, Mandatory Default Amount (if applicable), and/or any accrued but unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Holder as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Holder may exercise its Rollover Rights by providing the Company written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Holder exercises its Rollover Rights, then such elected portion of the outstanding principal amount of this Note, Mandatory Default Amount (if applicable), and/or accrued but unpaid interest shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction (except as provided in the next sentence), such that the Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction. The conversion price applicable to such conversion shall equal (x) the cash purchase price paid per share, unit or other security denomination for the Company securities issued in the Future Financing to other investors in the Future Transaction, (y) multiplied by 0.70. For the avoidance of doubt, the Holder will retain any Warrants the Holder owns following any exercise of the Holder’s Rollover Rights. If the Future Financing is a registered underwritten public offering, the Holder agrees to enter into any lock-up agreement reasonably required by the underwriters of such offering as a condition to the exercise of its Rollover Rights and its participation in such offering; provided, however, that (i) the duration of such lock-up agreement does not exceed 90 (ninety) days following the effective date of the registration statement relating to such offering, and (ii) all of the Company’s officers and directors are also required to enter into similar lock-up agreements.

Rollover Rights. If at Until the earlier of (i) twenty four (24) months after the Closing Date or (ii) date on which the Purchaser no longer holds any time while this Note is outstandingof the Shares acquired by it hereunder, the Company completes the S-1 Transaction or following the Maturity Date if the Company completes any single public offering or private placement of its equity, equity-equity linked and/or or debt securities (but excluding any bank debt or other debt to another commercial lender) (each, a “Future Transaction”), the Holder Purchaser may, in its sole discretion, alternatively and to the exclusion of any rights of the Purchaser under Sections 4.11 and 4.12 above, elect to apply all, or any portion, of the then outstanding principal amount of this Note, Mandatory Default Purchaser’s Subscription Amount (if applicable), and/or any accrued but unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Holder Purchaser as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Holder Purchaser may exercise its Rollover Rights by providing the Company written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Holder Purchaser exercises its Rollover Rights, then such elected portion of the outstanding principal amount of this Note, Mandatory Default Purchaser’s Subscription Amount (if applicable), and/or accrued but unpaid interest shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction (except as provided in the next sentence)Transaction, such that the Holder Purchaser will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction. The conversion price applicable to such conversion shall equal (x) the cash purchase price paid per share, unit or other security denomination for and immediately and automatically the Company securities issued shall cancel, and the Purchaser shall automatically forfeit and surrender for no consideration, all right, title and interest in and to a number of Shares purchased by the Future Financing to other investors in the Future Transaction, (y) multiplied Purchaser hereunder purchased by 0.70. For the avoidance of doubt, the Holder will retain any Warrants the Holder owns following any exercise such elected portion of the HolderPurchaser’s Rollover RightsSubscription Amount. If the Future Financing is a registered underwritten public offeringUpon any cancellation of Shares pursuant to this Section, the Holder agrees to enter into without any lock-up agreement reasonably required by the underwriters of such offering as a condition to the exercise of its Rollover Rights and its participation in such offering; provided, however, that (i) the duration of such lock-up agreement does not exceed 90 (ninety) days following the effective date action on part of the registration statement relating Company or the Purchaser, all the Shares to such offeringbe canceled, forfeited and (ii) all of the Company’s officers surrendered hereunder shall cease to be outstanding, shall be cancelled and directors are also required retired and shall cease to enter into similar lock-up agreementsexist.

Rollover Rights. If at any time while this So long as the Note is outstanding, if the Company completes the S-1 Transaction or following the Maturity Date the Company completes any a public offering or private placement of its equity, equity-linked and/or or debt securities (each, a “Future Transaction”), the Holder Purchaser may, in its sole discretion, elect to apply as purchase consideration for such Future Transaction (the “Rollover Rights”): (i) all, or any portion, of the then outstanding principal amount of this Note, Mandatory Default Amount (if applicable), and/or the Note and any accrued but unpaid interest, including any amounts that would be added to the principal outstanding in the event that any redemption right or prepayment right is exercised by either the Purchaser or the Company, and (ii) any securities of the Company then held by the Purchaser, at their fair value (such elected portion of (i) and (ii) referred to herein as purchase consideration for such Future Transaction (the “Rollover RightsConsideration”). The Company shall give written notice to Holder Purchaser as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Holder Purchaser may exercise its Rollover Rights by providing the Company written notice of such exercise within five (5) Business Days before the closing of the Future Transaction. In the event Holder Purchaser exercises its Rollover Rights, then such elected portion of the outstanding principal amount of this NoteRollover Consideration, Mandatory Default Amount (if applicable), and/or accrued but unpaid interest shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction (except as provided in the next sentence)Transaction, such that the Holder Purchaser will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction. The , provided however, that the conversion price applicable to such conversion shall equal eighty percent (x80%) of the cash purchase price paid per share, unit or other security denomination for the Company securities issued in the Future Financing to other investors in the Future Transaction, (y) multiplied by 0.70. For the avoidance of doubtWith respect to a Public Offering, the Holder will retain any Warrants the Holder owns following any securities acquired upon exercise of the Holder’s Rollover Rights. If the Future Financing is a registered underwritten public offering, the Holder agrees Rights may be subject to enter into any lock-standard underwriter lock up agreement reasonably if required by the underwriters of such offering as a condition underwriter. Notwithstanding the foregoing, Purchaser shall be required to the exercise of its Rollover Rights and its participation with respect to the Preferred Shares, in such offering; provided, however, that an amount equal to a minimum of $500,000 of Stated Value (i) as defined in the duration of such lock-up agreement does not exceed 90 (ninety) days following the effective date of the registration statement relating to such offering, and (ii) all of the Company’s officers and directors are also required to enter into similar lock-up agreementsDesignation).

Rollover Rights. If at Until the Purchaser no longer holds any time while this Note is outstandingof the Shares acquired by it hereunder, the Company completes the S-1 Transaction or following the Maturity Date if the Company completes any single public offering or private placement of its equity, equity-equity linked and/or or debt securities (but excluding any bank debt or other debt to another commercial lender) (each, a “Future Transaction”), the Holder Purchaser may, in its sole discretion, elect to apply all, or any portion, of the then outstanding principal amount of this Note, Mandatory Default Purchaser’s Subscription Amount (if applicable), and/or any accrued but unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Holder Purchaser as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Holder Purchaser may exercise its Rollover Rights by providing the Company written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Holder Purchaser exercises its Rollover Rights, then such elected portion of the outstanding principal amount of this Note, Mandatory Default Purchaser’s Subscription Amount (if applicable), and/or accrued but unpaid interest shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction (except as provided in the next sentence)Transaction, such that the Holder Purchaser will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction. The conversion price applicable to such conversion shall equal (x) the cash purchase price paid per share, unit or other security denomination for and immediately and automatically the Company securities issued shall cancel, and the Purchaser shall automatically forfeit and surrender for no consideration, all right, title and interest in and to a number of Shares purchased by the Future Financing to other investors in the Future Transaction, (y) multiplied Purchaser hereunder purchased by 0.70. For the avoidance of doubt, the Holder will retain any Warrants the Holder owns following any exercise such elected portion of the HolderPurchaser’s Rollover RightsSubscription Amount. If the Future Financing is a registered underwritten public offeringUpon any cancellation of Shares pursuant to this Section, the Holder agrees to enter into without any lock-up agreement reasonably required by the underwriters of such offering as a condition to the exercise of its Rollover Rights and its participation in such offering; provided, however, that (i) the duration of such lock-up agreement does not exceed 90 (ninety) days following the effective date action on part of the registration statement relating Company or the Purchaser, all the Shares to such offeringbe cancelled, forfeited and (ii) all of the Company’s officers surrendered hereunder shall cease to be outstanding, shall be cancelled and directors are also required retired and shall cease to enter into similar lock-up agreementsexist.

Rollover Rights. If at any time while this Note is outstanding, the Company completes the S-1 Transaction or following the Maturity Date the Company completes any public offering or private placement of its equity, equity-linked and/or debt securities (each, a “Future Transaction”), the Holder may, in its sole discretion, elect to apply all, or any portion, of the then outstanding principal amount of this Note, Mandatory Default Amount (if applicable), and/or any accrued but unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Holder as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Holder may exercise its Rollover Rights by providing the Company written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Holder exercises its Rollover Rights, then such elected portion of the outstanding principal amount of this Note, Mandatory Default Amount (if applicable), and/or accrued but unpaid interest shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction (except as provided in the next sentence), such that the Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction. The conversion price applicable to such conversion shall equal (x) the cash purchase price paid per share, unit or other security denomination for the Company securities issued in the Future Financing to other investors in the Future Transaction, (y) multiplied by 0.70. For the avoidance of doubt, the Holder will retain any Warrants the Holder owns following any exercise of the Holder’s Rollover Rights. If the Future Financing is a registered underwritten public offering, the Holder agrees to enter into any lock-up agreement reasonably required by the underwriters of such offering as a condition to the exercise of its Rollover Rights and its participation in such offering; provided, however, that (i) the duration of such lock-up agreement does not exceed 90 (ninety) days following the effective date of the registration statement relating to such offering, and (ii) all of the Company’s officers and directors are also required to enter into similar lock-up agreements.

Rollover Rights. If at From November ___, 2022, until the earlier of (i) November ___, 2024, or (ii) date on which the Purchaser no longer holds any time while this Note is outstandingof the Shares acquired by it hereunder, the Company completes the S-1 Transaction or following the Maturity Date if the Company completes any single public offering or private placement of its equity, equity-equity linked and/or or debt securities (but excluding any bank debt or other debt to another commercial lender) (each, a “Future Transaction”), the Holder Purchaser may, in its sole discretion, alternatively and to the exclusion of any rights of the Purchaser under Sections 4.11 and 4.12 above, elect to apply all, or any portion, of the then outstanding principal amount of this Note, Mandatory Default Purchaser’s Subscription Amount (if applicable), and/or any accrued but unpaid interest, as purchase consideration for such Future Transaction (the “Rollover Rights”). The Company shall give written notice to Holder Purchaser as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Holder Purchaser may exercise its Rollover Rights by providing the Company written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Holder Purchaser exercises its Rollover Rights, then such elected portion of the outstanding principal amount of this Note, Mandatory Default Purchaser’s Subscription Amount (if applicable), and/or accrued but unpaid interest shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction (except as provided in the next sentence)Transaction, such that the Holder Purchaser will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction. The conversion price applicable to such conversion shall equal (x) the cash purchase price paid per share, unit or other security denomination for and immediately and automatically the Company securities issued shall cancel, and the Purchaser shall automatically forfeit and surrender for no consideration, all right, title and interest in and to a number of Shares purchased by the Future Financing to other investors in the Future Transaction, (y) multiplied Purchaser hereunder purchased by 0.70. For the avoidance of doubt, the Holder will retain any Warrants the Holder owns following any exercise such elected portion of the HolderPurchaser’s Rollover RightsSubscription Amount. If the Future Financing is a registered underwritten public offeringUpon any cancellation of Shares pursuant to this Section, the Holder agrees to enter into without any lock-up agreement reasonably required by the underwriters of such offering as a condition to the exercise of its Rollover Rights and its participation in such offering; provided, however, that (i) the duration of such lock-up agreement does not exceed 90 (ninety) days following the effective date action on part of the registration statement relating Company or the Purchaser, all the Shares to such offeringbe canceled, forfeited and (ii) all of the Company’s officers surrendered hereunder shall cease to be outstanding, shall be cancelled and directors are also required retired and shall cease to enter into similar lock-up agreementsexist.