Common use of Optional Conversion Upon Equity Financing Clause in Contracts

Optional Conversion Upon Equity Financing. If, prior to the consummation of an initial public offering or a Change of Control, the Company consummates an Equity Financing, then the Purchaser may elect, at its option, to convert the Outstanding Balance of its Notes, plus accrued but unpaid and uncapitalized interest thereon, into a number of shares of the class of equity interests issued in such Equity Financing (“Other Financing Shares”) equal to (i) the Outstanding Balance of the Notes to be converted plus any accrued but unpaid and uncapitalized interest thereon divided by (ii) either (x) if the Equity Financing occurs prior to February 2, 2019, 80% of the original issue price of the Other Financing Shares; or (y) if the Equity Financing occurs after February 2, 2019 but prior to the Maturity Date, 75% of the original issue price of the Other Financing Shares. The Company shall provide the Purchasers with at least ten calendar days’ prior written notice of the anticipated occurrence of any Equity Financing. The Purchasers shall exercise such right to convert by (i) surrendering to the Company the Note to be converted, (ii) delivering an executed conversion notice in substantially the form attached as Exhibit A to such Note and (iii) if such Purchaser is not party to the Stockholders Agreements, delivering joinders or such other documents as are reasonably necessary to become a party to the Stockholders Agreements. The Company shall deliver the Other Financing Shares to a Purchaser within five business days after such Purchaser complies with the immediately preceding sentence.