Common use of Maturity Conversion Clause in Contracts

Maturity Conversion. In the event that as of the Maturity Date, there has not been a conversion pursuant to Section 4.1, Section 4.2, or Section 4.4 or the repayment of such Note, each Purchaser may elect, on or after the Maturity Date, by notice to the Company not later than thirty (30) days after the Maturity Date, to convert the outstanding principal balance and unpaid accrued interest of such Purchaser’s Note into that number of Conversion Shares equal to the quotient obtained by dividing (x) the outstanding principal balance and unpaid accrued interest of such Note on the date of such conversion by (y) the applicable Conversion Price. In the event that a Purchaser has not provided notice to the Company via the Lead Investor of the Special Purpose Vehicle of such Purchaser’s election to convert such Purchaser’s Note into Conversion Shares as provided in this Section 4.3, the Company, at its option, at any time after such thirty (30) day period, may pay to such Purchaser the outstanding principal balance and unpaid accrued interest of such Note. The Conversion Shares shall be shares of Series A Preferred Stock of the Company, which shall be a newly created series of Preferred Stock having the identical rights, preferences and privileges as the Series AA Preferred Stock of the Company, and otherwise on the same terms and conditions, other than with respect to (i) the per share liquidation preference and the conversion price of the Series AA Preferred Stock for purposes of price-based anti-dilution protection, which will equal the Conversion Price, (ii) the per share dividend, which will be the same percentage of the Conversion Price as applied to determine the per share dividends of holders of Series AA Preferred Stock relative to the purchase price paid by such holders and (iii) such other terms and conditions as to be agreed upon by the parties. The Series A Preferred Stock shall otherwise vote as a single series with the Series AA Preferred Stock except that any amendment or modification of the Series A Preferred Stock that does not otherwise apply on the same terms as the Series AA Preferred Stock shall be voted on by the Series A Preferred Stock as a separate series. All the terms in this Section 4.3 are subject to the terms and conditions of the Special Purpose Vehicle as administered by the Lead Investor.

Maturity Conversion. In Upon the event that as occurrence of an Event of Default or if the Note has not been converted or repaid prior to the Maturity Date, there has not been a conversion pursuant to Section 4.1the Holder shall be entitled, Section 4.2, or Section 4.4 or the repayment of such Note, each Purchaser may elect, on or after the Maturity Date, by notice to the Company not later than thirty (30) days after the Maturity Dateupon Xxxxxx’s election, to convert the outstanding principal balance and unpaid accrued interest Outstanding Amount of such Purchaser’s this Note into that number of Conversion Shares equal to the quotient obtained by dividing (x) the outstanding principal balance and unpaid accrued interest of such Note on the date of such conversion by (y) the applicable Conversion Price. In the event that a Purchaser has not provided notice to the Company via the Lead Investor of the Special Purpose Vehicle of such Purchaser’s election to convert such Purchaser’s Note into Conversion Shares as provided in this Section 4.3, the Company, at its option, at any time after such thirty (30) day period, may pay to such Purchaser the outstanding principal balance and unpaid accrued interest of such Note. The Conversion Shares shall be shares of Series A Preferred Stock of the Company, which shall be a newly created series of Preferred Stock having at a per share conversion price equal to (i) the identical Valuation Cap Amount divided by (ii) the number of Outstanding Shares (a “Maturity Conversion”). The shares of such newly created series of Preferred Stock issued pursuant to this Section 4(e) shall have terms which are substantially the same as the Company’s Series D Preferred Stock (or, if (x) the Company issues, in an Option Equity Financing, shares of a newly created series of Preferred Stock for aggregate gross cash proceeds of such Option Equity Financing actually received by the Company (excluding, for the avoidance of doubt, any proceeds from conversion of indebtedness) of not less than $25,000,000, (y) any of the Notes remain outstanding after such Option Equity Financing, and (z) such newly created series of Preferred Stock issued in connection with the Option Equity Financing ranks either senior to or pari passu with the rights, preferences and privileges of the Company’s Series D Preferred Stock, then the shares of the newly created series of Preferred Stock issued pursuant to this Section 4(e) shall have terms which are substantially the same as the Series AA newly created series of Preferred Stock issued in connection with the Option Equity Financing (the series of Preferred Stock issued pursuant to this Section 4(e) being referred to herein as the “New Preferred Stock”)), except that (i) such shares shall be senior in all respects to the Series D Preferred Stock and all other Preferred Stock, (ii) such shares shall provide for customary terms and conditions with respect thereto (including reasonable provisions to protect its seniority), (iii) the holders of record of shares of the New Preferred Stock, exclusively and as a separate class, shall be entitled to elect seven (7) directors of the Company, and otherwise on the same terms and conditions, other than with respect to (iiv) the per share liquidation preference and the conversion price provisions of Section 3.3.5 of Article IV, Part B of the Series AA Preferred Stock for purposes of price-based anti-dilution protection, which will equal Current Certificate as amended and/or restated to reflect the Conversion Price, (ii) the per share dividend, which will be the same percentage authorization and issuance of the Conversion Price as applied to determine the per share dividends of holders of Series AA Preferred Stock relative to the purchase price paid by such holders and (iii) such other terms and conditions as to be agreed upon by the parties. The Series A Preferred Stock shall otherwise vote as a single series with the Series AA Preferred Stock except that any amendment or modification of the Series A Preferred Stock that does not otherwise apply on the same terms as the Series AA New Preferred Stock shall be voted on modified to delete therefrom the words “or unless such debt security or other indebtedness for borrowed money has received the prior approval of the Board of Directors” and (v) in connection with the issuance of shares of New Preferred Stock upon a Maturity Conversion, the Investors’ Rights Agreement shall be amended by adding thereto a provision substantially similar to Section 5.5 of the National Venture Capital Association’s model form of Investors’ Rights Agreement (as then available at xxxxx://xxxx.xxx/model-legal-documents/; the “Model Form”) requiring approval of matters enumerated in such Section 5.5 of the Model Form by a “Requisite Preferred Director Vote”, with the term “Preferred Director” defined for that purpose as meaning any director of the Company elected by the Series A holders of New Preferred Stock as a separate series. All the terms set forth in clause (iii) of this Section 4.3 are subject 4(e) or designated to serve on the terms and conditions Board of Directors pursuant to clause 3.2(g), (h) or (i) of the Special Purpose Vehicle Investors’ Rights Agreement, and with the term “Requisite Preferred Director Vote” defined for that purpose as administered by meaning approval of the Lead InvestorBoard of Directors including the vote of a majority of the Preferred Directors then seated.