Common use of Conversion upon a Qualified Financing Clause in Contracts

Conversion upon a Qualified Financing. Upon the occurrence of a Conversion Trigger on or before the Maturity Date (a “Qualified Financing”), then Holder shall be entitled to, but not obligated to, convert the Balance of this Note, in whole or in part, into the securities sold in the Qualified Financing (“Equity Securities”) at a conversion price equal to (x) the cash price paid per share for Equity Securities by the investors in the Qualified Financing (the “Investors”) multiplied by (y) 0.80, by providing written notice to the Company (a “Conversion Notice”). The issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing. The Conversion Notice must set forth the amount of the Balance that will be converted pursuant to this Section 3(a) and must be provided within ten (10) business days of receipt of written notice from the Company of a Qualified Financing. Notwithstanding this paragraph, if the conversion price of this Note as determined pursuant to this paragraph (the “Conversion Price”) is less than the price per share at which Equity Securities are issued in the Qualified Financing, the Company may, solely at its option, elect to convert this Note into shares of a newly created series of preferred stock having the identical rights, privileges, preferences and restrictions as the Equity Securities issued in the Qualified Financing, and otherwise on the same terms and conditions, other than with respect to (if applicable): (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the per share dividend, which will be the same percentage of the Conversion Price as applied to determine the per share dividends of the Investors in the Qualified Financing relative to the purchase price paid by the Investors.

Conversion upon a Qualified Financing. Upon the occurrence of a Conversion Trigger If, on or before the Maturity Date Date, the Company issues and sells shares of its equity securities (“Equity Securities”) to investors (the “Investors”) while this Note remains outstanding in an equity financing other than in the Identified SPAC Transaction or a Qualified Listing Event with total proceeds to the Company of not less than $50,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)), (a “Qualified Financing”), then Holder shall be entitled to, but not obligated to, convert the Balance outstanding principal amount of this Note, Note and any unpaid accrued interest shall automatically convert in whole or in part, without any further action by the Holder into the securities Equity Securities sold in the Qualified Financing (“Equity Securities”) at a conversion price equal to (x) the cash price paid per share for Equity Securities by the investors Investors in the Qualified Financing (the “Investors”) for cash multiplied by (y) 0.80, by providing written notice to one minus the Company (a “Conversion Notice”)Discount Percentage. The issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing. The Conversion Notice must set forth the amount of the Balance that will be converted pursuant to this Section 3(a) and must be provided within ten (10) business days of receipt of written notice from the Company of a Qualified Financing. Notwithstanding this paragraph, if the conversion price of this Note the Notes as determined pursuant to this paragraph (the “QF Conversion Price”) is less than the price per share at which Equity Securities are issued in the Qualified Financing, the Company may, solely at its option, elect to convert this Note into shares of a newly created series of preferred stock of the Company having the identical rights, privileges, preferences and restrictions as the Equity Securities issued in the Qualified Financing, and otherwise on the same terms and conditions, other than with respect to (if applicable): (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the QF Conversion Price; and (ii) the per share dividend, which will be the same percentage of the QF Conversion Price as applied to determine the per share dividends of the Investors in the Qualified Financing relative to the purchase price paid by the Investors.

Conversion upon a Qualified Financing. Upon In the occurrence event that the Company issues and sells shares of its equity securities ( “Equity Securities”) to investors (the “Investors”) while the Notes remain outstanding in a bona fide equity financing consisting of a Conversion Trigger on transaction or before series of transactions with the Maturity Date principal purpose of raising capital with total proceeds to the Company of not less than $5,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., other convertible notes and Simple Agreements for Future Equity)) (a “Qualified Financing”), then Holder shall be entitled to, but not obligated to, convert the Balance outstanding principal amount of this Note, Note and any unpaid accrued interest shall automatically convert in whole or in part, without any further action by the Holder into the securities Equity Securities sold in the Qualified Financing (“Equity Securities”) at a conversion price equal to the lesser of (xi) the cash price paid per share for Equity Securities by the investors Investors in the Qualified Financing (the “Investors”) multiplied by (y) 0.80, and (ii) the quotient resulting from dividing $50,000,000 by providing written notice the number of outstanding shares of Common Stock of the Company immediately prior to the Qualified Financing (assuming conversion of all convertible securities and exercise of all outstanding options, warrants, phantom stock, stock appreciation rights, and other rights to acquire capital stock of the Company, including any shares reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Qualified Financing, but excluding the shares of equity securities of the Company issuable upon the conversion of the Notes or other convertible securities issued for capital raising purposes (a “Conversion Notice”e.g., other convertible notes and Simple Agreements for Future Equity)). The issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing. The Conversion Notice must set forth the amount of the Balance that will be converted pursuant to this Section 3(a) and must be provided within ten (10) business days of receipt of written notice from the Company of a Qualified Financing. Notwithstanding this paragraph, if the conversion price of this Note the Notes as determined pursuant to this paragraph (the “Conversion Price”) is less than the price per share at which Equity Securities are issued in the Qualified Financing, the Company may, solely at its option, elect to convert this Note the Notes into shares of a newly created series of preferred stock having the identical rights, privileges, preferences and restrictions as the Equity Securities issued in the Qualified Financing, and otherwise on the same terms and conditions, other than with respect to (if applicable): (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the per share dividend, which will be the same percentage of the Conversion Price as applied to determine the per share dividends of the Investors in the Qualified Financing relative to the purchase price paid by the Investors.

Conversion upon a Qualified Financing. Upon In the occurrence event that the Company issues and sells shares of a Conversion Trigger its equity securities (the “Equity Securities”) to investors (the “Investors”) on or before the Maturity Date in an equity financing with total proceeds to the Company of not less than $10,000,000 (excluding the conversion of the Notes and any other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (a “Qualified Financing”), then Holder shall be entitled to, but not obligated to, convert the Balance outstanding principal amount of this Note, Note and any unpaid accrued interest shall automatically convert in whole or in part, without any further action by the Holder into the securities such Equity Securities sold in the Qualified Financing (“Equity Securities”) at a conversion price equal to (x) the cash price paid per share for Equity Securities by the investors Investors in the Qualified Financing (the “Investors”) multiplied by (y) 0.80, by providing written notice to the Company (a “Conversion Notice”). The issuance of Equity Securities pursuant to the conversion of this Note pursuant to this Section 2(a) shall be upon and subject to the same terms and conditions applicable to the Equity Securities sold in the Qualified Financing. The Conversion Notice must set forth the amount of the Balance that will be converted pursuant to this Section 3(a) and must be provided within ten (10) business days of receipt of written notice from the Company of a Qualified Financing. Notwithstanding this paragraph, if the conversion price of this Note the Notes as determined pursuant to this paragraph (the “QF Conversion Price”) is less than the price per share at which Equity Securities are issued in the Qualified Financing, the Company may, solely at its option, elect to convert this Note into shares of a newly created series of preferred stock having the identical rights, privileges, preferences and restrictions as the Equity Securities issued in the Qualified Financing, and otherwise on the same terms and conditions, other than with respect to (if applicable): to: (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the QF Conversion Price; and (ii) the per share dividend, which will be the same percentage of the QF Conversion Price as applied to determine the per share dividends of the new Investors in the Qualified Financing relative to the purchase price paid by the such Investors.

Conversion upon a Qualified Financing. Upon In the occurrence of a Conversion Trigger event that, on or before prior to the Maturity Date Date, the Company issues and sells shares of its equity securities (“Equity Securities”) to investors (the “Investors”) for capital raising purposes in a transaction or series of related transactions resulting in total gross proceeds to the Company of not less than $1,000,000 (excluding the conversion of the Notes, other indebtedness and/or other convertible securities (e.g., Simple Agreements for Future Equity) (collectively, “Convertible Instruments”)) (such transaction, a “Qualified Financing”), then Holder shall be entitled to, but not obligated to, convert the Balance outstanding principal amount of this Note, Note and any unpaid accrued interest thereon shall automatically convert in whole or in part, without any further action by the Holder into the securities Equity Securities sold in the Qualified Financing (“Equity Securities”) at a conversion price equal to the lesser of (xi) the cash price paid per share for Equity Securities by the investors Investors in the Qualified Financing (excluding any discount in connection with the “Investors”conversion of any Convertible Instruments) multiplied by the Conversion Rate (yas defined below), and (ii) 0.80, by providing written notice the per share price equal to the Company quotient resulting from dividing the Valuation Cap (a as defined below) by the number of Fully Diluted Shares (as defined below) calculated in good faith by the Company’s Board of Directors (the “Conversion NoticeBoard”)) as of immediately prior to the conversion of the Note and subject to the approval of the Majority Holders. The issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing. The Conversion Notice must set forth In the amount of the Balance that will be converted pursuant to this Section 3(a) and must be provided within ten (10) business days of receipt of written notice from the Company event of a Qualified Financing. Notwithstanding this paragraphFinancing after the Maturity Date, if upon the conversion price election of the Majority Holders the outstanding principal amount of this Note as determined pursuant to this paragraph (the “Conversion Price”) is less than the price per share at which Equity Securities are issued in the Qualified Financing, the Company may, solely at its option, elect to and any unpaid accrued interest thereon shall convert this Note into shares of a newly created series of preferred stock having the identical rights, privileges, preferences and restrictions as the Equity Securities issued in the Qualified Financing, and otherwise on upon the same terms and conditions, other than with respect to (if applicable): (iset forth in this Section 2(a) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the per share dividend, which will be the same percentage of the Conversion Price as applied to determine the per share dividends of the Investors in the Qualified Financing relative would apply on or prior to the purchase price paid by the InvestorsMaturity Date.