Common use of Conversion Event and Voting Common Stock Clause in Contracts

Conversion Event and Voting Common Stock. (a) The Parties hereby agree that consummation of a Holdings Public Offering and the listing of Holdings shares of Class A Common Stock on one of the defined Qualified Securities Exchanges set forth in the Purchase Agreement shall constitute an Approved Public Listing and Conversion Event, and as a result thereof, all of the then outstanding principal amount of Purchase Notes owned of record or beneficially by each of the Purchase Noteholders plus any accrued interest thereon shall automatically convert into shares of Class A Common Stock of Holdings. The conversion price of the Purchase Notes shall be 100% of the initial per share price that Holdings Class A Common Stock is offered to the public pursuant to the final registration statement or offering circular declared effective or qualified by the Securities and Exchange Commission (the “Public Offering Conversion Price”), and the number of shares of Class A Common Stock issuable upon such Conversion Event shall be determined by dividing (i) seventy-five (75%) percent of the then outstanding principal amount of the Purchase Notes owned of record or beneficially by each of the Purchase Noteholders who are Parties to this Agreement, by (ii) the Public Offering Conversion Price.

Conversion Event and Voting Common Stock. (a) The Parties hereby agree that consummation of a Holdings Public Offering and the listing of Holdings shares of Class A Common Stock on one of the defined Qualified Securities Exchanges set forth in the Purchase Agreement shall constitute an Approved Public Listing and Conversion Event, and as a result thereof, all of the then outstanding principal amount of Purchase Notes owned of record or beneficially by each of the Purchase Noteholders plus any accrued interest thereon Noteholder shall automatically convert into shares of Class A Common Stock of Holdings. The conversion price of the Purchase Notes shall be 100% of the initial per share price that Holdings Class A Common Stock is offered to the public pursuant to the final registration statement or offering circular declared effective or qualified approved by the Securities and Exchange Commission (the “Public Offering Conversion Price”), and the number of shares of Class A Common Stock issuable upon such Conversion Event shall be determined by dividing (i) seventy-five (75%) percent of the then outstanding principal amount of the Purchase Notes owned of record or beneficially by each of the Purchase Noteholders Noteholder who are Parties is a Party to this Agreement, by (ii) the Public Offering Conversion Price.