Common use of Rollover Rights Clause in Contracts

Rollover Rights. If at any time while this Note is outstanding, the Company completes any single public offering or private placement of its equity, equity-linked 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 and 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 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 and 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 80% of the cash purchase price paid per share, unit or other security denomination for the Company securities issued in the Future Transaction to other investors in the Future Transaction. Notwithstanding the foregoing provisions of this Section 5, the Holder shall not be permitted to exercise the Rollover Rights in a public offering involving the offering of equity securities that will be listed on a national securities exchange unless the Holder executes and delivers to the Company at the closing of such public offering an industry-standard “lock up” letter with respect to such equity securities for a period not to exceed 90 days.

Rollover Rights. If If, following the Maturity Date the Note remains unpaid, and thereafter at any time while this Note is outstanding, the Company completes any single public offering or private placement of its equity, equity-linked or 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 and 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 15 days three (3) Business 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 two (2) Business Days before the closing after receipt of notice of the Future Transaction. In the event Holder exercises its Rollover Rights, then such elected portion of the outstanding principal amount of this Note and 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 80% of (x) the cash purchase price paid per share, unit or other security denomination for the Company securities issued in the Future Transaction Financing to other investors in the Future Transaction, (y) multiplied by 0.70. Notwithstanding For the foregoing provisions avoidance of this Section 5doubt, the Holder shall not be permitted to exercise the Rollover Rights in a public offering involving the offering of equity securities that will be listed on a national securities exchange unless retain any Warrants the Holder executes and delivers to owns following any exercise of the Company at the closing of such public offering an industry-standard “lock up” letter with respect to such equity securities for a period not to exceed 90 daysHolder’s Rollover Rights.