Common use of Rollover Rights Clause in Contracts

Rollover Rights. So long as the Note is outstanding, if the Company completes any single public offering or private placement of its equity, equity-linked or debt securities, including but not limited to a “Reg-A Offering” (each, a “Future Transaction”), the Purchaser may, in its sole discretion, elect to apply as purchase consideration for such Future Transaction: (i) all, or any portion, of the then outstanding principal amount of the Note and any accrued but unpaid interest, including any amounts that would be added to the principal outstanding in the event that any redemption right or prepayment right is exercised by either the Purchaser or the Company, and (ii) any securities of the Company then held by the Purchaser, at their fair value (the “Rollover Rights”). The Company shall give written notice to Purchaser as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Purchaser may exercise its Rollover Rights by providing the Company written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Purchaser exercises its Rollover Rights, then such elected portion with respect to (i) and (ii) above, shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction, such that the Purchaser will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction.

Rollover Rights. So long as the Note is outstanding, if the Company Borrower completes any single public offering or private placement of its equity, equity-linked or debt securities, including but not limited to a “Reg-A Offering” securities (each, a “Future Transaction”), the Purchaser Holder may, in its sole discretion, elect to apply as purchase consideration for such Future Transaction: (i) all, or any portion, of the then outstanding principal amount of the Note and any accrued but unpaid interest, including any amounts that would be added to the principal outstanding in the event that any redemption right or prepayment right is exercised by either the Purchaser Holder or the CompanyBorrower, and (ii) any securities of the Company Borrower then held by the PurchaserHolder, at their fair value (the “Rollover Rights”). The Company Borrower shall give written notice to Purchaser H▇▇▇▇▇ as soon as practicable, but in no event less than fifteen (15) days Trading Days before the anticipated closing date of such Future Transaction. The Purchaser Holder may exercise its Rollover Rights by providing the Company Borrower written notice of such exercise within five Business Days before the closing of the Future Transaction. In the event Purchaser Holder exercises its Rollover Rights, then such elected portion with respect to (i) and (ii) above, shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction, such that the Purchaser Holder will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction.