Common use of Conversion by the Holder Clause in Contracts

Conversion by the Holder. The Holder agrees, pursuant to Section 5(a) of the Certificate of Designation of Series A Convertible Participating Preferred Stock, dated as of May 29, 2014, (as amended from time to time prior to the date hereof, and as in effect as of the date hereof, the “Series A Certificate of Designation”), that on the Closing Date, it will convert 12,499 shares of the Preferred Stock it holds (the “Converting Preferred Shares”) into 2,980,912 shares of Common Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and prior to the Closing Date), such Converting Preferred Shares representing all but one of the outstanding shares of Preferred Stock it holds as of the date hereof and immediately before the conversion contemplated by this clause (a). The Company shall issue the Conversion Shares (as defined below) to the Holder on the Closing Date. The single share of Preferred Stock held by the Holder after such conversion is referred to as the “Remaining Preferred Share”. The Common Stock issued pursuant to this Section 1(a) are referred to as the “Conversion Shares.”