Common use of In Connection With an Initial Public Offering Clause in Contracts

In Connection With an Initial Public Offering. In the event that the Company consummates an initial public offering of its Common Stock (the “IPO”) prior to the Maturity Date, the Senior Subordinated Majority shall have the right, but not the obligation, to elect to convert all or any portion of the Outstanding Amount under this Senior Note (and a corresponding portion of the Outstanding Amounts under all other Senior Notes) into the number of shares of Common Stock that is equal to (1) the Outstanding Amount being converted under this Senior Note (and the corresponding Outstanding Amounts being converted under all other Senior Notes) divided by (2) the lesser of (y) Base Conversion Price as of the date of such conversion and (z) thirty-three percent (33%) of the amount per share for which the Company issues securities in the IPO (the “IPO Conversion Price”).