Common use of Change of Control Conversion Clause in Contracts

Change of Control Conversion. In the event that the Company consummates a Change of Control (as defined below) prior to the Maturity Date and no Equity Financing Conversion has occurred prior to such date, upon the written consent of the Majority Holders, the outstanding principal and accrued but unpaid interest under this Note shall automatically convert into shares of the Company’s Series A-1 Preferred Stock, at a price per share equal to $0.40 per share (as adjusted for any stock split, stock dividend, recapitalization, reorganization, or the like) (a “CoC Conversion”). Holder hereby agrees that it shall, at the time of the CoC Conversion and as a condition precedent thereto, execute and deliver to the Company all transaction documents reasonably requested by the Company, including, as applicable, a joinder agreement, a voting/support agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions and having the same terms as those agreements entered into by the other holders of preferred stock of the Company.