Mandatory Conversion

Preferred Stock automatically converts into common shares in the event of a qualified initial public offering (“QPO”), which is defined as an IPO of a pre-determined total value. So, if the Company goes public at or above a certain price or total proceeds, the Preferred Stock will automatically convert into Common Stock without any action by the Company or stockholders.

Term Sheet Language: Each share of Series A Preferred will automatically be converted into Common Stock at the then applicable conversion rate in the event of the closing of a firm commitment underwritten public offering [with a price of [___] times the Original Purchase Price] (subject to adjustments for stock dividends, splits, combinations and similar events) and [gross] proceeds to the Company of not less than $[_______] (a “QPO”), or (ii) upon the written consent of the Requisite Holders.