Common use of Conversion to Equity Clause in Contracts

Conversion to Equity. Innovatus shall have the right at its election, but not the obligation, until May 9, 2026, to convert up to twenty percent (20.00%) of the outstanding principal amount of the Term A Loan into shares of Common Stock of Borrower at a price per share of Ten Dollars ($10.00), which price shall be subject to appropriate adjustment for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after August 9, 2022. Such shares shall be referred to herein as “Borrower Equity”. To exercise their rights under this Section 2.7, Innovatus shall notify Borrower (with a copy to Collateral Agent and the Lenders) in writing of the then outstanding principal amount of the Term Loans that is to be converted into Borrower Equity. Borrower shall no later than seven (7) days after the receipt of such notice issue the applicable number of shares of its Common Stock to Innovatus. Upon issuance of Borrower Equity in accordance with the provisions of this Section 2.7, the principal amount of Term Loans so converted shall be deemed to have been prepaid for the purposes of this Agreement, provided, however, no Prepayment Fee or Final Fee shall be due with respect to such deemed prepayment Innovatus shall also in connection with the issuance of Borrower’s Equity securities pursuant to this Section 2.7, enter into such agreements as reasonably requested by Borrower with customary terms and provisions for such transactions.

Conversion to Equity. Innovatus shall have the right at its election, but not the obligation, until May 9, 2026the third anniversary of the First Amendment Effective Date, to convert up to twenty percent (20.00%) of the outstanding principal amount of the Term A Loan into shares of Common Stock of Borrower at a price per share of Ten Dollars ($10.00), which price shall be subject to appropriate adjustment for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after August 9, 2022the First Amendment Effective Date). Such shares shall be referred to herein as “Borrower Equity”. To exercise their rights under this Section 2.7, Innovatus shall notify Borrower (with a copy to Collateral Agent and the Lenders) in writing of the then outstanding principal amount of the Term Loans that is to be converted into Borrower Equity. Borrower shall no later than seven (7) days after the receipt of such notice issue the applicable number of shares of its Common Stock to Innovatus. Upon issuance of Borrower Equity in accordance with the provisions of this Section 2.7, the principal amount of Term Loans so converted shall be deemed to have been prepaid for the purposes of this Agreement, provided, however, no Prepayment Fee or Final Fee shall be due with respect to such deemed prepayment Innovatus shall also in connection with the issuance of Borrower’s Equity securities pursuant to this Section 2.7, enter into such agreements as reasonably requested by Borrower with customary terms and provisions for such transactions.

Conversion to Equity. Innovatus Lenders shall have the right at its their election, but not the obligation, after June 1, 2021 (provided that if an Acquisition occurs (as defined in the Warrant) the Lenders may exercise the rights contained in this Section 2.7 at any time) until May 9, 2026the third anniversary of the Effective Date, to convert up to twenty percent (20.00%) of the outstanding principal amount of all of the Term A Loan Loans made hereunder into shares of Common Stock of Borrower at a price per share of Ten Dollars ($10.00)14.40, which price shall be subject to appropriate adjustment for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after August 9, 2022the date hereof). Such shares shall be referred to herein as “Borrower Equity”. To exercise their rights under this Section 2.7, Innovatus the applicable Lender(s) shall notify Borrower (with a copy to Collateral Agent and the Lenders) in writing of the then outstanding principal amount of the Term Loans that is to be converted into Borrower Equity. Borrower shall no later than seven (7) days after the receipt of such notice issue the applicable number of shares of its Common Stock to Innovatusthe applicable Lender(s). Upon issuance of Borrower Equity in accordance with the provisions of this Section 2.7, the principal amount of Term Loans so converted shall be deemed to have been prepaid for the purposes of this Agreement, provided, however, no Prepayment Fee or Final Fee shall be due with respect to such deemed prepayment Innovatus prepayment. The applicable Lenders shall also in connection with the issuance of Borrower’s Equity equity securities pursuant to this Section 2.7, enter into such agreements as reasonably requested by Borrower with customary terms and provisions for such transactions.