Common use of Rollover Rights Clause in Contracts

Rollover Rights. So long as the Note is outstanding, if the Company completes any single public offering or private placement of its equity, equity-linked or debt securities (each, a “Future Transaction”), the Buyer may, in its sole discretion, elect to apply as purchase consideration for such Future Transaction: (i) all, or any portion, of the then outstanding principal amount of the Note and any accrued but unpaid interest, including any amounts that would be added to the principal outstanding in the event that any redemption right or prepayment right is exercised by either the Buyer or the Company, and (ii) any securities of the Company then held by the Buyer, at their fair value (the “Rollover Rights”). The Company shall give written notice to Buyer as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Buyer may exercise its Rollover Rights by providing the Company written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Buyer exercises its Rollover Rights, then such elected portion with respect to (i) and (ii) above, shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction, such that the Buyer will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction.

Rollover Rights. So long as the Note is any Notes issued hereunder are outstanding, if the Company completes any single public offering or private placement of its equity, equity-linked or debt securities of greater than $10,000,000 (each, a “Future Transaction”), the Buyer may, in its sole discretion, elect to apply as purchase consideration for such Future Transaction: (i) all, or any portion, of the then outstanding principal amount of the any Note and any accrued but unpaid interest, including any amounts that would be added to the principal outstanding in the event that any redemption right or prepayment right is exercised by either the Buyer or the Company, and (ii) any securities of the Company then held by the Buyer, at their fair value (the “Rollover Rights”). The Company shall give written notice to Buyer as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Buyer may exercise its Rollover Rights by providing the Company written notice of such exercise within five Business Days (5) business days before the closing of the Future Transaction. In the event the Buyer exercises its Rollover Rights, then such elected portion with respect to (i) and (ii) above, shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future TransactionTransaction (except that such terms shall be modified so that Company’s total cost of capital from Buyer’s purchase consideration placed in the Future Transaction shall not be increased beyond the cost of capital for the Note under this Agreement) , such that the Buyer will receive all securities (including, without limitation, any excluding warrants) issuable under the Future Transaction.

Rollover Rights. So long as the Note is outstanding, if the Company Borrower completes any single public offering or private placement of its equity, equity-linked or debt securities (each, a “Future Transaction”), the Buyer Holder may, in its sole discretion, elect to apply as purchase consideration for such Future Transaction: (i) all, or any portion, of the then outstanding principal amount of the Note and any accrued but unpaid interest, including any amounts that would be added to the principal outstanding in the event that any redemption right or prepayment right is exercised by either the Buyer Holder or the CompanyBorrower, and (ii) any securities of the Company Borrower then held by the BuyerHolder, at their fair value (the “Rollover Rights”). The Company Borrower shall give written notice to Buyer ▇▇▇▇▇▇ as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Buyer Holder may exercise its Rollover Rights by providing the Company Borrower written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Buyer Holder exercises its Rollover Rights, then such elected portion with respect to (i) and (ii) above, shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction, such that the Buyer Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction.

Rollover Rights. So long as the Note is outstanding, if the Company Borrower completes any single public offering or private placement of its equity, equity-linked or debt securities (each, a “Future Transaction”), the Buyer Holder may, in its sole discretion, elect to apply as purchase consideration for such Future Transaction: (i) all, or any portion, of the then outstanding principal amount Original Principal Amount of the Note and any accrued but unpaid interestNote, including any amounts that would be added to the principal outstanding in the event that any redemption right or prepayment right is exercised by either the Buyer Holder or the CompanyBorrower, and (ii) any securities of the Company Borrower then held by the BuyerHolder, at their fair value (the “Rollover Rights”). The Company Borrower shall give written notice to Buyer H▇▇▇▇▇ as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Buyer Holder may exercise its Rollover Rights by providing the Company Borrower written notice of such exercise within five (5) Business Days before the closing of the Future Transaction. In the event Buyer Holder exercises its Rollover Rights, then such elected portion with respect to (i) and (ii) above, of the outstanding Original Principal Amount of this Note shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction, such that the Buyer Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction.