Conversion if De-SPAC Closing Does Not Occur. If the De-SPAC Closing does not occur, Target agrees to issue to each Investor a number of shares of Target common stock equal to such Investor’s Loan at a price that values Target at the most recent private company valuation of the Target where a sophisticated 3rd party investor invested equity (including but not limited to preferred equity) capital. If Target has not caused its shares of common stock to be listed on a national securities exchange before December 31, 2026, each Investor shall have a one-time option to cause Target to redeem all of their owned shares that are a direct result from this Agreement at an amount equal to the product of (x) 1.05 and (y) the Loan Amount.
