Special Mandatory Conversion Clause Samples

Special Mandatory Conversion. If from time to time any Offeree is entitled to exercise a right of first refusal granted pursuant to Section 12(a) (the “Right of First Refusal”) with respect to any equity financing of the Company that would result in the reduction of the the Series D Conversion Price, the Series C Conversion Price, the Series B Conversion Price or the Series A Conversion Price (each as described in Article IV Section B.5(a) of the Charter) (the “Equity Financing”) and (i) the Equity Financing has been approved by Board of Directors, (ii) the Company has fully complied in all respects with its obligations pursuant to such Right of First Refusal, (iii) the provisions of such Right of First Refusal have not been waived pursuant to the terms of this Agreement and (iv) such Offeree (referred to herein as a

Special Mandatory Conversion. (i) If a holder of Series A Preferred fails to purchase all or a portion of its Pro Rata Amount (as defined below) of the shares of Common Stock required to be purchased by such holder at the Common Equity Closing pursuant to the Purchase Agreement (the “Common Equity Closing”), then the Applicable Portion (as defined below) of the shares of Series A Preferred Stock held by such holder shall be automatically, without any further action on the part of the Company or such holder, converted into shares of Common Stock at an adjusted Series A Preferred Conversion Rate equal to one (1), subject to any adjustments that may have been made under Sections 4(e) through 4(i) hereof between the issuance of the Series A Preferred and the Common Equity Closing. Such conversion is referred to as a “Special Mandatory Conversion.” [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) Upon a Special Mandatory Conversion, each holder of shares of Series A Preferred converted pursuant to Section 4(m)(i) shall be sent written notice of such Special Mandatory Conversion. Such shares of Series A Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred, the holders of Series A Preferred shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series A Preferred. Thereupon, there shall be issued and delivered to such holder promptly (which shall be no later than three (3) business days) at such office and in its name as shown on such surrender...

Special Mandatory Conversion. In the event that the Preferred Stock held by an Investor is converted into Common Stock pursuant to a Special Mandatory Conversion, such person shall cease to be an Investor under this Agreement and shall cease to be entitled to any of the rights and privileges granted to an Investor pursuant to this Agreement. The parties hereto have duly executed this SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT by their respective officers thereunto duly authorized as of the date set forth in the first paragraph hereof. INOZYME PHARMA, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [**] The parties hereto have duly executed this SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT by their respective officers thereunto duly authorized or by their duly acting representatives acting by their respective officers thereunto duly authorized as of the date set forth in the first paragraph hereof. Pivotal bioVenture Partners Fund I, L.P. By: Pivotal bioVenture Partners Fund I G.P., L.P., its general partner By: Pivotal bioVenture Partners Fund I U.G.P. Ltd, its general partner By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Partner Notice provisions: [**] The parties hereto have duly executed this SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT by their respective officers thereunto duly authorized or by their duly acting representatives acting by their respective officers thereunto duly authorized as of the date set forth in the first paragraph hereof. LONGITUDE VENTURE PARTNERS III, L.P. By: Longitude Capital Partners III, LLC Its: General Partner Signatures: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Member The parties hereto have duly executed this SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT by their respective officers thereunto duly authorized or by their duly acting representatives acting by their respective officers thereunto duly authorized as of the date set forth in the first paragraph hereof. NEW ENTERPRISE ASSOCIATES 15, L.P. By: NEA Partners 15, L.P. Its: General Partner By: NEA 15 GP, LLC Its: General Partner Signature: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Legal Officer NEA VENTURES 2016, LIMITED PARTNERSHIP Signature: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Legal Officer The parties hereto have duly executed this SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT by their respect...

Special Mandatory Conversion. In the event that the Series B Preferred Stock held by an Investor is converted into Common Stock (the “Converted Stock”) pursuant to the “Special Mandatory Conversion” provisions of the Certificate of Incorporation, such Investor shall cease to be entitled to any of the rights and privileges granted to an Investor or Major Investor pursuant to this Agreement with respect to such shares of Converted Stock.

Special Mandatory Conversion. (1) In the event that: (a) the Corporation consummates one or more sales of its equity securities (each, a “Financing”) after the date that the Corporation first issues shares of Series E Preferred Stock (the “Series E Original Issue Date”) and: (i) following the approval and determination that such Financing shall constitute a Mandatory Offering (as defined below) by the Corporation’s Board of Directors (with such approval including at least two (2) of the Preferred Directors), the Corporation shall have delivered a notice (“Notice”) to each holder of at least 1,000,000 shares (as adjusted for any stock dividend, stock split or combination with respect to such shares) of Preferred Stock and any of their transferees or assignees of Preferred Stock (each, a “Major Holder”): (1) stating the Corporation’s bona fide intention to consummate the Financing, (2) indicating the aggregate number of securities to be offered in the Financing and the number of such securities to be offered to the Major Holders, as determined by the Corporation’s Board of Directors in its sole discretion, (3) indicating the price and terms upon which it proposes to offer such securities, (4) identifying the Pro Rata Share (as defined below) of each Major Holder, and (5) offering each Major Holder the right to purchase such Major Holder’s Pro Rata Share within the time periods set forth in the Notice; (ii) at least one (1) of the Major Holders participates in the Financing (a Financing that meets each of the requirements set forth in subsections (i) and (ii) of this subsection (K)(l)(a), a “Mandatory Offering”) in a portion not less than such Major Holder’s full Pro Rata Share; and (iii) a Major Holder does not acquire or cause an affiliate or partner of such Major Holder to acquire at least its Pro Rata Share within the time periods set forth in the Notice (a “Non-Participating Major Holder”); (b) then a percentage of each Non-Participating Major Holder’s shares of each series of Preferred Stock equal to the percentage of such Non-Participating Major Holder’s Pro Rata Share not acquired by such Non-Participating Major Holder shall automatically and without further action on the part of such holder be converted, effective upon, subject to, and concurrently with, the consummation of the Mandatory Offering (the “Mandatory Offering Date”), into shares of Common Stock of the Corporation at the Conversion Rate in effect for such shares immediately prior to, and without giving effect to any ad...

Special Mandatory Conversion. Each Purchaser hereby acknowledges and agrees that if such Purchaser fails to purchase (i) all of the Second Tranche Shares that such Purchaser is obligated to purchase at the Second Tranche Closing pursuant to, and in accordance with, Section 1.1(c) hereof or (ii) all of the Third Tranche Shares that such Purchaser is obligated to purchase at the Third Tranche Closing pursuant to, and in accordance with, Section 1.1(d) hereof, then, in each case, (x) all of the shares of the Company’s Series D Preferred Stock owned by such Purchaser shall be subject to a special mandatory conversion, such special mandatory conversion to be pursuant to, and in accordance with, the terms and provisions of Section 5A of Division C of Article Fourth of the Restated Certificate and (y) any right that such Purchaser may have to designate a nominee for election to the Board of Directors of the Company shall terminate in accordance with the provisions of Section 1.7 of the Voting Agreement (as defined in Section 1.7 hereof).

Special Mandatory Conversion. For purposes of the Restated Certificate, only those Investors set forth on Schedule B attached hereto shall constitute “Key Investors” (as defined and used in Article IV of the Restated Certificate).

Special Mandatory Conversion. In the event that a Special Mandatory Conversion is applicable to an Investor or its Affiliates, such Investor and its Affiliates shall lose all of their rights under this Agreement with respect to the shares of Common Stock issued to such Investor and/or its Affiliates pursuant to the Special Mandatory Conversion, including, for the avoidance of doubt, the ability to consent to matters as an Investor hereunder (and the shares of Common Stock issued to such Investor and its Affiliates will be disregarded for purposes of determining whether such consent is achieved). For the avoidance of doubt, each Investor and such Investor’s shares of Common Stock issued pursuant to the Special Mandatory Conversion shall remain subject to all of the obligations of such Investor hereunder following the Special Mandatory Conversion.

Special Mandatory Conversion. (i) At any time following the Purchase Date, if (a) the holders of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock are entitled to exercise the right of first refusal (the "Right of First Refusal") set forth in Section 2.3 of the Amended or Restated Investors' Rights Agreement dated on or about November 16, 1996, by and between this corporation and certain investors, as amended from time to time (the "Rights Agreement"), with respect to an equity financing of the corporation in an aggregate amount of at least $500,000 (the "Equity Financing"), (b) this corporation has complied with its notice obligations, or such obligations have been waived, under the Right of First Refusal with respect to such Equity Financing and this corporation thereafter proceeds to consummate the Equity Financing and (c) such holder, including such holder's affiliates (collectively, a "Non-Participating Holder") does not by