Common use of Conversion and Exchange Rights Clause in Contracts

Conversion and Exchange Rights. The Company acknowledges that the Certificate of Designations sets forth certain rights of the holders of shares of Series A Preferred Stock to convert such shares of Series A Preferred Stock into newly issued shares of Company Common Stock, or to exchange such shares of Series A Preferred Stock (or shares of Company Common Stock into which such shares of Series A Preferred Stock were converted under certain specified circumstances) for certain shares of Newco Shares (the "EIS Exchange Right"), and agrees that it will not take any action which would impair such rights other than as otherwise permitted by the provisions thereof. In the event that EIS shall exercise the EIS Exchange Right, EIS shall cause to be paid to the Company, within 30 days of such exercise, an amount equal to 30.1% of the aggregate amount of the Development Funding through the date of such exercise provided to Newco (by or on behalf of the Company and EIS and their respective affiliates and subsidiaries) from and after the Initial Closing Date and prior to such exercise (plus interest on the amount so funded, from the date of the pertinent funding, at the interest rate of 10% per annum compounded semi-annually). In the event of a Required Conversion (as defined in the Certificate of Designations), the Common Stock delivered upon such conversion shall have the benefit of the EIS Exchange Right identical to that with respect to the Series A Preferred Stock so converted and shall be evidenced by a security substantially in the form of Exhibit F.