Consent to Convertible Security Conversion and Termination. The Company and each Purchaser who holds a convertible note, Safe, KISS, and/or other convertible security (the “CS Investors”) in the principal amounts set forth opposite each CS Investor’s name on the Schedule of Purchasers, each hereby agreed that, effective upon the Closing, all principal amounts under each such convertible security (each, a “Convertible Security”) issued to such CS Investor shall be converted into shares of Series Seed Preferred Stock (the “Conversion Shares”), and all rights, notice provisions, title and interest arising under each such Convertible Security shall be cancelled, released, extinguished and of no further force or effect. Each CS Investor acknowledged and agreed that any instruments documenting the Convertible Securities are null and void effective as of the Closing. Each CS Investor further acknowledged and agreed that there is no other liability, claim or other indebtedness against the Company or any of its affiliates and that CS Investor has not transferred any interest or claims relating to the indebtedness to any other persons.
Consent to Convertible Security Conversion and Termination. Each Purchaser, to the extent that such Purchaser, as set forth on the Schedule of Purchasers, is a holder of any Note or SAFE being converted and/or cancelled in consideration of the issuance hereunder of Shares to such Purchaser, hereby agrees that the entire amount owed to such Purchaser under such Note and/or SAFE is being tendered to the Company in exchange for the applicable Shares set forth on the Schedule of Purchasers, and effective upon the Company’s and such Purchaser’s execution and delivery of this Agreement, without any further action required by the Company or such Purchaser, such Note and/or SAFE and all obligations set forth therein shall be immediately deemed repaid in full and terminated in their entirety, including, but not limited to, any security interest effected therein, notwithstanding anything to the contrary in such Note and/or SAFE.
