Common use of Voluntary Conversion upon NQFR Clause in Contracts

Voluntary Conversion upon NQFR. In the event that, prior to the conversion of the Conversion Amount or its repayment according to the terms specified herein, the Company shall consummate a financial round through an equity investment, either in one transaction or in series of transactions (including an initial public offering but excluding the issuance of any convertible notes or the issuance of shares upon conversion of such notes), which is not a QFR (a “NQFR”), then the holders of Notes reflecting [__]% (___ percent) of the aggregate outstanding principal amount of the Notes (the “Majority Holders”), shall be entitled, no later than fourteen (14) days prior to the closing of such NQFR, to notify the Company in writing of their choice to convert the entire Conversion Amount of the Notes (the “Aggregate Conversion Amount”). In such event the entire Aggregate Conversion Amount shall be converted immediately prior and subject to the closing of the NQFR, on the same terms and conditions specified in Section ‎3 above (“Automatic Conversion upon a QFR”), mutatis mutandis. The election of the Majority Holders to convert the entire Aggregate Conversion Amount shall be binding on all of the holders of the Notes and each such holder shall be deemed to have elected to convert its respective portion of the Aggregate Conversion Amount in accordance with the terms and conditions specified herein.

Voluntary Conversion upon NQFR. In the event that, prior to the conversion of the Conversion Amount or its repayment according to the terms specified herein, the Company shall consummate a financial round through an equity investment, either in one transaction or in series of transactions (including an initial public offering but excluding the issuance of any convertible notes or the issuance of shares upon conversion of such notes), which is not a QFR (a “NQFR”), then the holders of Notes reflecting [__]70% (___ Seventy percent) of the aggregate outstanding principal amount of the Notes (the “Majority Holders”), shall be entitled, no later than fourteen (14) days prior to the closing of such NQFR, to notify the Company in writing of their choice to convert the entire Conversion Amount of the Notes (the “Aggregate Conversion Amount”). In such event the entire Aggregate Conversion Amount shall be converted immediately prior and subject to the closing of the NQFR, on the same terms and conditions specified in Section ‎3 above (“Automatic Conversion upon a QFR”), mutatis mutandis. The election of the Majority Holders to convert the entire Aggregate Conversion Amount shall be binding on all of the holders of the Notes and each such holder shall be deemed to have elected to convert its respective portion of the Aggregate Conversion Amount in accordance with the terms and conditions specified herein.