Common use of Automatic Conversion upon a Qualified Financing Clause in Contracts

Automatic Conversion upon a Qualified Financing. Prior to the Maturity Date, upon the consummation of a private equity sale by the Company (in a single transaction or a series of related transactions) of any equity securities in which either (i) the Company receives aggregate proceeds of at least 50,000,000 (Fifty Million) Indian Rupees ($625,000 USD) (excluding any proceeds from the conversion of the principal of and accrued interest on the Notes) or (ii) upon the written consent of the Required Holders to any other equity financing (each, a “Qualified Financing”), the outstanding principal amount of this Note and any accrued but unpaid interest thereon shall be converted into the same class or series of equity securities as shall be issued in the Qualified Financing (the “Financing Securities”). Any such conversion shall be at a conversion price equal to the per share price had the Financing Securities been sold based on a fully-diluted pre-money valuation for the Company (assuming the exercise of all options, warrants and convertible securities) of 50,000,000 (Fifty Million) Indian Rupees ($625,000 USD). The number of shares of Financing Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the sum of (A) the outstanding principal amount of this Note and (B) any accrued but unpaid interest on this Note, by (ii) the applicable conversion price rounded down to the nearest whole share, and the issuance of such shares upon such conversion shall be upon and subject to the same terms and conditions applicable to the Financing Securities sold in such Qualified Financing.