Common use of Convertible Notes Amendment Clause in Contracts

Convertible Notes Amendment. The Company and each Shareholder that is a holder of Convertible Note(s) agrees that notwithstanding Sections 2.3(c) and 2.5 of the 2019 NPA and 2020 NPA, as applicable, or any other provision thereof, such Shareholder waives its right to any “Transaction Payment” (as defined in the 2019 NPA or 2020 NPA, as applicable), or for such Convertible Notes to be repaid or repurchased in connection with a Corporate Transaction (as defined in the 2019 NPA or 2020 NPA, as applicable) and agrees that all such Convertible Note(s) shall automatically (without any further action on the part of the Company, such Shareholder or any other investor or other holder of a Convertible Note) convert into Company Series B Preference Shares in accordance with Section 1(f)(iii)(including clause (B) thereof) of the 2019 NPA or 2020 NPA, as the case may be, as of immediately prior to the Initial Merger Effective Time in accordance with Section 2.1(b) of the Merger Agreement, and for the avoidance of doubt, the Shareholders waive the right to receive a Change of Control Notice (as defined therein) in connection the Transactions. For the avoidance of doubt, all Company Preference Shares (including such Series B Preference Shares) will automatically, and without any further action on the part of any Person, convert into Stockholder Merger Consideration at the same exchange ratio as the Company Exchange Ratio applied to the Company Ordinary Shares in accordance with Section 2.2(g)(i) of the Merger Agreement.