Common use of Conversion upon a Qualified Financing Clause in Contracts

Conversion upon a Qualified Financing. If, on or before the Maturity Date, the Company issues and sells shares of its equity securities (“Equity Securities”) to investors (the “Investors”) while this Note remains outstanding in an equity financing other than in the Identified SPAC Transaction or a Qualified Listing Event with total proceeds to the Company of not less than $50,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)), (a “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 Equity Securities sold in the Qualified Financing at a conversion price equal to (x) the price paid per share for Equity Securities by the Investors in the Qualified Financing for cash multiplied by (y) one minus the Discount Percentage. 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. Notwithstanding this paragraph, if the conversion price of the Notes as determined pursuant to this paragraph (the “QF Conversion Price”) is less than the price per share at which Equity Securities are issued in the Qualified Financing, the Company may, solely at its option, elect to convert this Note into shares of a newly created series of preferred stock of the Company having the identical rights, privileges, preferences and restrictions as Equity Securities issued in the Qualified Financing, and otherwise on the same terms and conditions, other than with respect to (if applicable): (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the QF Conversion Price; and (ii) the per share dividend, which will be the same percentage of the QF Conversion Price as applied to determine the per share dividends of the Investors in the Qualified Financing relative to the purchase price paid by the Investors.

Conversion upon a Qualified Financing. If, on or before Upon the occurrence of a Qualified Financing (as hereinafter defined) prior to the Maturity Date, the Company issues and sells unpaid Principal Amount on this Note shall be automatically converted ("Qualified Financing Conversion") into shares of its equity securities (“Equity Securities”) to investors (the “Investors”) while this Note remains outstanding in an equity financing other than in the Identified SPAC Transaction or a Qualified Listing Event with total proceeds to the Company of not less than $50,000,000 (excluding the conversion Corporation's capital stock of the Notes same class or other convertible securities series issued for capital raising purposes (e.g., Simple Agreements for Future Equity)), (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 Equity Securities sold in the Qualified Financing at ("Stock"). Upon a conversion price equal to (x) Qualified Financing Conversion, any accrued but unpaid interest shall be cancelled and Corporation shall have no further obligation or liability therefor. The number of shares of Stock into which this Note is convertible shall be determined by dividing the price paid per share for Equity Securities sum of the unpaid Principal Amount by the Investors in the Qualified Financing for cash multiplied by (y) one minus the Discount Percentage. 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. Notwithstanding this paragraph, if the conversion price of the Notes as determined pursuant to this paragraph (the “QF Conversion Price”) is less than the issue price per share at which Equity Securities are issued in the Qualified Financing, the Company may, solely at its option, elect to convert this Note into shares of a newly created series of preferred stock of the Company having the identical rights, privileges, preferences and restrictions as Equity Securities issued Stock paid by other investors in the Qualified Financing, and otherwise on such shares shall be issued upon the same terms and conditionsconditions as the Stock issued in the Qualified Financing. Lender shall be entitled to equivalent rights as those in any stock purchase, investor rights, stockholder or other than investment-related agreements entered into between the Corporation and other investors in the Qualified Financing. For purposes of this Note, a "Qualified Financing" shall be the issuance of Stock in one or more closings, as a result of arm's length negotiations, in which a minimum amount of Three Million Dollars ($3,000,000), as authorized and approved by the Corporation's Board of Directors, is received by the Corporation from one or more investors. The Corporation shall take any and all actions required by the Corporation's Charter, Bylaws or applicable laws to authorize and issue the necessary total number of shares of Stock to permit issuance of Stock to the Lender in connection with respect a Qualified Financing Conversion. Upon the occurrence of a Qualified Financing Conversion, the entire unpaid Principal Amount of this Note shall be applied against the issue price of the shares of Stock being issued to (if applicable): the Lender hereunder. In lieu of any fractional shares of Stock that may result in the calculation of the number of such shares, the Corporation will promptly pay to the Lender an amount equal to the value of such fractional shares. In connection with an Qualified Financing Conversion, the Lender shall surrender this Note to the Secretary of the Corporation in exchange for (i) a certificate representing the per share liquidation preference and shares of Stock issued to the conversion price for purposes Lender as a result of price-based anti-dilution protectionsuch Qualified Financing Conversion and, which will equal the QF Conversion Price; and if applicable, (ii) payment in lieu of any fractional shares as provided for in this Section 6(a). The provisions of this Section 6(a) shall terminate upon the per share dividend, which will be the same percentage repayment of the QF Conversion Price as applied to determine the per share dividends of the Investors in the Qualified Financing relative to the purchase price paid by the Investors.entire outstanding Principal Amount plus any accrued but unpaid interest

Conversion upon a Qualified Financing. If, Upon the occurrence of a Conversion Trigger on or before the Maturity Date, the Company issues and sells shares of its equity securities (“Equity Securities”) to investors (the “Investors”) while this Note remains outstanding in an equity financing other than in the Identified SPAC Transaction or a Qualified Listing Event with total proceeds to the Company of not less than $50,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)), Date (a “Qualified Financing”), then Holder shall be entitled to, but not obligated to, convert the outstanding principal amount Balance of this Note and any unpaid accrued interest shall automatically convert Note, in whole without any further action by or in part, into the Holder into Equity Securities securities sold in the Qualified Financing (“Equity Securities”) at a conversion price equal to (x) the cash price paid per share for Equity Securities by the Investors investors in the Qualified Financing for cash (the “Investors”) multiplied by (y) one minus 0.80, by providing written notice to the Discount PercentageCompany (a “Conversion Notice”). 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 Notice must set forth the amount of the Balance that will be converted pursuant to this Section 3(a) and must be provided within ten (10) business days of receipt of written notice from the Company of a Qualified Financing. Notwithstanding this paragraph, if the conversion price of the Notes this Note as determined pursuant to this paragraph (the “QF Conversion Price”) is less than the price per share at which Equity Securities are issued in the Qualified Financing, the Company may, solely at its option, elect to convert this Note into shares of a newly created series of preferred stock of the Company having the identical rights, privileges, preferences and restrictions as the Equity Securities issued in the Qualified Financing, and otherwise on the same terms and conditions, other than with respect to (if applicable): (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the QF Conversion Price; and (ii) the per share dividend, which will be the same percentage of the QF Conversion Price as applied to determine the per share dividends of the Investors in the Qualified Financing relative to the purchase price paid by the Investors.