Common use of Conversion Election Clause in Contracts

Conversion Election. Lenders may jointly elect at any time and from time to time after the Closing Date, prior to the payment in full of the Loans, to convert any portion of the principal amount of the Loans then outstanding (the “Conversion Amount”) into securities of the Class (“Conversion Shares”) at the Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by the Administrative Agent to Borrower Representative, provided that the aggregate principal amount converted to Common Stock in accordance with this Section 2.2(e) shall not exceed $10,000,000 (any such conversion, a “Lender Conversion”). A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Representative and subject to subsection (ii) below, provided that, to the extent the Class is Common Stock and the transfer agent for the Common Stock is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the applicable Designated Holder is eligible to receive Conversion Shares through DTC and the restrictive legend has been removed from such Conversion Shares in accordance with Section 2.2(e)(x), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. On [***] after a Conversion Election Notice has been duly delivered in accordance with the foregoing, Borrower Representative shall credit to each Designated Holder a number of Conversion Shares equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) the Conversion Price; provided, that to the extent Loans are to be converted into Next Qualified Financing Securities that are Convertible Securities, such Loans shall convert into (and Borrower Representative shall credit each Designated Holder with) Convertible Securities having a face or purchase amount equal to the portion of the Conversion Amount being converted into such Convertible Securities.

Conversion Election. Lenders may jointly elect at any time and from time to time after the Closing Date, Date prior to the payment in full of the Loans, Loans to convert any an amount not to exceed the Available Conversion Amount (but not less than $500,000 in the aggregate per conversion)a portion of the principal amount of the Loans then outstanding (the “, not to exceed, in the aggregate, the Available Original Conversion Amount”) and the Available Restatement Conversion Amount, into securities shares of the Class ClassCommon Stock (“Conversion Shares”) at the Applicable Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by the Administrative Agent to Borrower Representative, provided that the aggregate principal amount converted to Common Stock in accordance with this Section 2.2(e) shall not exceed $10,000,000 (any such conversion, a “Lender Conversion”). A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Representative and subject to subsection (ii) below, provided that, to the extent the Class is Common Stock and the transfer agent for the Common Stock is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the applicable Designated Holder is eligible to receive Conversion Shares through DTC and the restrictive legend has been removed from such Conversion Shares in accordance with Section 2.2(e)(x), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission systemRepresentative. On [***] after the third Business Day afterUpon delivery of a Conversion Election Notice has been duly delivered in accordance with the foregoing, Borrower Representative shall credit to each Designated Holder a number of ofinstruct its transfer agent to, by no later than the third Business Day following such delivery: (A) issue the Conversion Shares to Designated Holders in an amount equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) the Applicable Conversion Price., and (B) provide evidence to Lenders of the issuance of such Conversion Shares; provided, provided the Borrower Representative or its transfer agent may request that the Designated Holders provide any documentation required to facilitate settlement of the Conversion Shares and in such case the three Business Day period shall begin on the date the Designated Holders deliver the required documentation to the extent Loans are to be converted Borrower Representative or its transfer agent. Upon any conversion of any Conversion Amount into Next Qualified Financing Securities that are Convertible SecuritiesConversion Shares, such Loans shall convert into (and Borrower Representative shall credit each Designated Holder with) Convertible Securities having a face or purchase amount equal Conversion Amount will be deemed to have been repaid by the Borrowers upon irrevocable delivery to the portion Designated Holders indicated in the applicable Conversion Election Notice of the correct number of duly and validly issued, fully paid and non-assessable Conversion Shares. The issuance and delivery of the Conversion Shares to the Designated Holders in accordance with this Section 2.2(e) will constitute a satisfaction in full of the Conversion Amount being by the Borrower Representative. For the avoidance of doubt, no premium or penalty shall apply to principal amounts converted into such Convertible Securitiespursuant to this Section 2.2(e) following delivery of the Prepayment Notice.

Conversion Election. Lenders may jointly elect at any time and from time to time after the Closing Date, Third Amendment Effective Date and prior to the payment in full of the Loans, Loans to convert any portion of the principal amount of the Loans then outstanding (the “Conversion Amount”) into securities of the Class Ordinary Shares (“Conversion Shares”) at the Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by the Administrative Agent to Borrower Representative, provided that the aggregate principal amount converted to Common Stock Ordinary Shares in accordance with this Section 2.2(e) shall not exceed $10,000,000 (any such conversion, a “Lender Conversion”)1,300,000. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Representative and subject Representative. Parent shall use its best efforts to subsection (ii) belowdeliver, provided thator to cause its transfer agent to deliver, to each Designated Holder, no case later than the extent the Class is Common Stock and the transfer agent for the Common Stock is participating in the Depository Trust Company third (“DTC”3rd) Fast Automated Securities Transfer Program and provided that the applicable Designated Holder is eligible to receive Conversion Shares through DTC and the restrictive legend has been removed from such Conversion Shares in accordance with Section 2.2(e)(x), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. On [***] trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, Borrower Representative shall credit to each (i) a copy of the register of members of Parent showing such Designated Holder as the holder of, and (ii) a certificate or book-entry statement representing, a number of Conversion Shares equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) the Conversion Price; provided, that in all events Parent shall, or shall cause its transfer agent to, make such deliveries to the extent Loans are to be converted into Next Qualified Financing Securities that are Convertible Securities, such Loans shall convert into (and Borrower Representative shall credit each Designated Holder withno later than the fifth (5th) Convertible Securities having a face trading day following delivery of such Conversion Election Notice; provided, further, that Parent or purchase amount equal its transfer agent may request, not later than the first trading day following delivery of such Conversion Election Notice, that the Designated Holders provide any documentation reasonably required to the portion facilitate settlement of the Conversion Shares, and in such case such three (3) and five (5) trading day periods shall begin on the trading day immediately following the date on which the Designated Holders shall have delivered such documentation, reasonably satisfactory to Parent or its transfer agent. Upon any conversion of any Conversion Amount being into Conversion Shares, such Conversion Amount will be deemed to have been repaid by the Borrowers upon irrevocable delivery to the Lenders of the correct number of duly and validly issued, fully paid and non-assessable Conversion Shares, issued in the name of the Designated Holder as indicated in the applicable Conversion Election Notice. For the avoidance of doubt, no premium or penalty shall apply to principal amounts converted into such Convertible Securitiespursuant to this Section 2.2(e) following delivery of the Prepayment Notice.

Conversion Election. Lenders may jointly elect at any time and from time to time after the Closing Date, Date prior to the payment in full of the Loans, Loans to convert any portion of the principal amount of the Loans then outstanding (the “Conversion Amount”) into securities of the Class Common Shares (“Conversion Shares”) at the Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by the Administrative Agent to Borrower Representative, provided that the aggregate principal amount converted to Common Stock Shares in accordance with this Section 2.2(e) shall not exceed $10,000,000 (any such conversion, a “Lender Conversion”)4,000,000. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Representative and subject to subsection Representative. As promptly as possible, but in no case later than the seventh (ii7th) below, provided that, to the extent the Class is Common Stock and the transfer agent for the Common Stock is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the applicable Designated Holder is eligible to receive Conversion Shares through DTC and the restrictive legend has been removed from such Conversion Shares in accordance with Section 2.2(e)(x), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. On [***] trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, Borrower Representative shall credit deliver to each Designated Holder in certificated format, book-entry format or such other format that applies to deliveries of shares of such status as reasonably determined by the Borrower Representative or its transfer agent, a number of Conversion Shares equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) the Conversion Price; provided, that to provided the extent Loans are to be converted into Next Qualified Financing Securities that are Convertible Securities, such Loans shall convert into (and Borrower Representative shall credit each or its transfer agent may request that the Designated Holder with) Convertible Securities having a face or purchase amount equal Holders provide any documentation required to the portion facilitate settlement of the Conversion Shares and in such case the seven (7) trading day period shall begin after the Designated Holders deliver the required documentation to the Borrower Representative or its transfer agent. Upon any conversion of any Conversion Amount being into Conversion Shares, such Conversion Amount will be deemed to have been repaid by the Borrowers upon irrevocable delivery to the Lenders of the correct number of duly and validly issued, fully paid and non-assessable Conversion Shares, issued in the name of the Designated Holder as indicated in the applicable Conversion Election Notice. For the avoidance of doubt, no premium or penalty shall apply to principal amounts converted into such Convertible Securitiespursuant to this Section 2.2(e) following delivery of the Prepayment Notice.

Conversion Election. Lenders may jointly elect at any time and from time to time after the Closing Date, Date and prior to the payment repayment or prepayment in full of the Loans, First Tranche Part A Term Loans to convert any portion of the outstanding principal amount of the Loans First Tranche Part A Term Loan then outstanding (the “Conversion Amount”) into securities shares of the Class Common Stock (“Conversion Shares”) at the Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by the Administrative Agent to Borrower RepresentativeIssuer, provided that the aggregate principal amount converted to Common Stock in accordance with this Section 2.2(e) shall not exceed $10,000,000 5,000,000 (any such conversion, a “Lender Conversion”). A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Representative Issuer and subject to subsection (ii) below. On the third trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, provided thatIssuer shall credit to each Designated Holder a number of Conversion Shares equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) Conversion Price, rounded down to the extent the Class is Common Stock and the nearest whole share; provided that if transfer agent for the Issuer’s Common Stock is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the applicable Designated Holder is eligible to receive Conversion Shares through DTC and the restrictive legend has been removed from such Conversion Shares in accordance with Section 2.2(e)(x), such credit such aggregate number of Conversion Shares to which the Holder shall be entitled made to the Designated Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. On [***] after a The issuance of the Conversion Election Notice has been duly delivered Shares to the Lenders in accordance with the foregoing, Borrower Representative shall credit to each Designated Holder this Section 2.2(e)(i) will constitute a number of Conversion Shares equal to (x) the Conversion Amount indicated satisfaction in the applicable Conversion Election Notice divided by (y) the Conversion Price; provided, that to the extent Loans are to be converted into Next Qualified Financing Securities that are Convertible Securities, such Loans shall convert into (and Borrower Representative shall credit each Designated Holder with) Convertible Securities having a face or purchase amount equal to the portion full of the Conversion Amount being by the Issuer. For the avoidance of doubt, except for fees accruing in respect of Loans advanced as set forth in paragraph 2 of the Fee Letter, no premium, penalty or Prepayment Fee (as defined in the Fee Letter) shall apply to the principal amounts of the Loans converted into such Convertible Securitiesshares of Common Stock pursuant to this Section 2.2(e).

Conversion Election. Lenders may jointly elect at (i) The Company shall provide to the registered holder and the Warrant Agent prompt written notice of any time and from time that the Company is unable to time after issue the Closing DateWarrant Shares via Depository transfer (or otherwise without restrictive legend), prior because (A) the Commission has issued a stop order with respect to the payment in full Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the LoansRegistration Statement, to convert any portion either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the principal amount of the Loans then outstanding Registration Statement, either temporarily or permanently, or (the “Conversion Amount”D) into securities of the Class otherwise (“Conversion Shares”) at the Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by the Administrative Agent to Borrower Representative, provided that the aggregate principal amount converted to Common Stock in accordance with this Section 2.2(e) shall not exceed $10,000,000 (any such conversion, each a “Lender ConversionRestrictive Legend Event”). A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Representative and subject to subsection . (ii) below, provided that, to To the extent that a Restrictive Legend Event occurs after the Class is Common Stock and the transfer agent for the Common Stock is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the applicable Designated Holder is eligible to receive Conversion Shares through DTC and the restrictive legend registered holder has been removed from such Conversion Shares exercised a Warrant in accordance with Section 2.2(e)(x3.3 but prior to the delivery of the Warrant Shares, the Company shall (A) if the Fair Market Value (as calculated below) of the Warrant Shares is greater than the Exercise Price, provide written notice to the registered holder that the Company will deliver that number of Warrant Shares to the registered holder as should be delivered in a Cashless Exercise in accordance with Section 3.3.9 below, and return to the registered holder all consideration paid to the Company in connection with the registered holder’s attempted exercise of a Warrant (a “Company-Elected Conversion”), credit such aggregate number or (B) at the election of Conversion Shares the registered holder to which be given within five (5) days of receipt of notice of a Company-Elected Conversion, the Holder registered holder shall be entitled to rescind the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. On [***] after previously submitted Election to Purchase and the Company shall return all consideration paid by registered holder for such shares upon such rescission. (iii) If a Conversion Election Notice Restrictive Legend Event has been duly delivered occurred and is ongoing at the time the registered holder exercises a Warrant in accordance with Section 3.3, the foregoingregistered holder may elect, Borrower Representative assuming the Fair Market Value (as calculated below) of the Warrant Shares is greater than the Exercise Price, to effect a Cashless Exercise in accordance with Section 3.3.9 below. (iv) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available (including, without limitation, under Section 3(a)(9) of the Act by virtue of a Cashless Exercise), the Warrant shall credit to each Designated Holder a number of Conversion Shares equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) the Conversion Price; provided, that not be exercisable. Notwithstanding anything herein to the extent Loans are contrary, the Company shall not be required to be converted into Next Qualified Financing Securities that are Convertible Securities, such Loans shall convert into (and Borrower Representative shall credit each Designated Holder with) Convertible Securities having a face make any cash payments or purchase amount equal net cash settlement to the portion registered holder in lieu of issuance of the Conversion Amount being converted into such Convertible SecuritiesWarrant Shares. The Company shall give prompt written notice to the registered holder of any cessation of a Restrictive Legend Event (the “Re-Effectiveness Notice”). Notwithstanding anything to the contrary contained herein, the Expiration Date of the Warrant shall be extended for a period of five (5) days following receipt by the registered holder of the Re-Effectiveness Notice.