Common use of Conversion and Lockup Clause in Contracts

Conversion and Lockup. Prior to the Closing Date, the Company shall cause the holders of its existing Series A Preferred Stock, Series B Preferred Stock and its existing convertible note holders to convert their respective outstanding preferred stock and debt obligations into Common Stock of the Company; provided that an aggregate principal amount of up to $1,000,000 of existing indebtedness of the Company and/or a Subsidiary of the Company, as the case may be, shall be permitted to remain outstanding so long as such indebtedness is subject to a Subordination Agreement (as defined below) in form and substance satisfactory to the Purchaser. Furthermore, prior to the Closing Date, the Company shall cause the holders of its existing Series A Preferred Stock, Series B Preferred Stock, its existing convertible note holders and certain other persons requested by the Purchaser to agree to “lockup” and not sell its shares of Common Stock of the Company, pursuant to documentation, and on terms and conditions, acceptable to the Purchaser.