Common use of Conversion upon a Qualified Financing Clause in Contracts

Conversion upon a Qualified Financing. In the event that the Company issues and sells (i) shares of its preferred stock (“Preferred Securities”) to investors (the “Investors”) while this Note remains outstanding in a preferred stock financing with total proceeds to the Company of not less than $5,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (a “Preferred Stock Financing”) or (ii) shares of its common stock (“Common Stock” and together with the Preferred Securities, the “Equity Securities”) to Investors, while this Note remains outstanding, in a common stock financing with total proceeds to the Company of not less than $5,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (each of (i) or (ii), a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into the Equity Securities sold in the Qualified Financing at a conversion price equal to the cash price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.70 (the “Conversion Price”); Except for the per share price (as set forth in this Section 2(a)), the issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing.

Conversion upon a Qualified Financing. In the event that the Company issues and sells (i) shares of its preferred stock (“Preferred Securities”) to investors (the “Investors”) while this Note remains outstanding in a preferred stock financing with total proceeds to the Company of not less than $5,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (a “Preferred Stock Financing”) or (ii) shares of its common stock (“Common Stock” and together with the Preferred Securities, the “Equity Securities”) to Investors, while this Note remains outstanding, in a common stock financing with total proceeds to the Company of not less than $5,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (each of (i) or (ii), a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into the Equity Securities sold in the Qualified Financing at a conversion price equal to the cash price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.70 (the “Conversion Price”); Except for the per share price (as set forth in this Section 2(a)), the issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing.

Conversion upon a Qualified Financing. In the event that the Company issues and sells (i) shares of its preferred stock (equity securities ( “Preferred Equity Securities”) to new investors in a bona fide arms-length transaction (the “Investors”) while this Note remains outstanding in a preferred stock an equity financing with total proceeds to the Company of not less than $5,000,000 500,000 (excluding the conversion of the Notes this Note or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)purposes) (a “Preferred Stock Financing”) or (ii) shares of its common stock (“Common Stock” and together with the Preferred Securities, the “Equity Securities”) to Investors, while this Note remains outstanding, in a common stock financing with total proceeds to the Company of not less than $5,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (each of (i) or (ii), a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into the Equity Securities sold in the Qualified Financing at a conversion price equal to the lesser of (i) the cash price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.70 0.80, and (ii) the “Conversion Price”quotient resulting from dividing $16,000,000 by the number of outstanding shares of Common Stock of the Company immediately prior to the Qualified Financing (assuming conversion of all securities convertible into Common Stock and exercise of all outstanding options and warrants, but excluding the shares of equity securities of the Company issuable upon the conversion of this Note, other convertible notes of a like tenor, or other convertible securities issued for capital raising purposes); Except for the per share price (as set forth in this Section 2(a)), the . The issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing. The conversion price of this Note as determined pursuant to this paragraph is referred to herein as the “Conversion Price”.