Common use of Dilutive Offering Reset Clause in Contracts

Dilutive Offering Reset. To the extent the Counterparty, after closing of the Business Combination, sells, enters into any agreement to sell or grants any right to reprice, or otherwise disposes of or issues, or announces any offer, sale, grant or any option to purchase or other disposition of, any Shares or any securities of the Counterparty or any of its subsidiaries (but for the avoidance of doubt, excluding any secondary transfers) which would entitle the holder thereof to acquire or sell on behalf of the Counterparty at any time Shares or other securities, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares or other securities, at a price per Share (or effective price per share, as applicable) less than the then existing Reset Price (a “Dilutive Offering”), then the Reset Price shall be modified to equal such reduced price as of such date ; provided that, without limiting the foregoing, a Dilutive Offering (for the avoidance of doubt) shall not include (i) the grant, issuance or exercise of employee stock options or other equity awards (x) under the Counterparty’s equity compensation plans or (y) issued pursuant to the terms of the BCA, (ii) any securities issued or assumed in connection with the Business Combination, (iii) repricing of Counterparty’s warrants in connection with the Closing; (iv) any Shares or other securities convertible or exercisable for Shares issued pursuant to any other acquisition, merger or similar transaction by the Counterparty occurring after the Closing if the Shares or other securities issued in the transaction are restricted from transfer pursuant to a market standard lock-up agreement for a period of six months from the date of issuance; (v) the sale and issuance prior to or at the time of the Closing of any debt or preferred stock that is convertible into or exchangeable for, or otherwise entitled the holder thereof to receive, Shares or other securities of the Counterparty, and (vi) the PIPE Transaction. Seller: Seller. Buyer: Counterparty. Shares: Prior to the Closing, shares of Series A Convertible Preferred Stock of Berenson as designated in the Certificate of Designation of Berenson (“Preferred Stock”), and after the Closing, shares of Class A common stock of PubCo into which such Preferred Stock is convertible upon the Closing at a rate of one share of Preferred Stock converting into 26 shares of Common Stock (“Common Stock”).

Dilutive Offering Reset. To the extent the Counterparty, after closing of the Business Combinationdate hereof, sells, enters into any agreement to sell or grants any right to reprice, or otherwise disposes of or issues, issues (or announces announce any offer, sale, grant or any option to purchase or other disposition of, disposition) any Shares or any securities of the Counterparty or any of its respective subsidiaries (but for the avoidance of doubt, excluding any secondary transfers) which would that entitle the holder thereof to acquire or sell on behalf of the Counterparty at any time Shares or other securities, securities (including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares or other securities, ) at a price per Share (or an effective price per share, as applicable) share less than the then existing Reset Price (a “Dilutive Offering”)Price, then the Reset Price shall be modified to equal such reduced price as of such date date; provided thatprovided, that without limiting the foregoing, a Dilutive Offering (Reset, for the avoidance of doubt) , shall include any at the market offering, equity line of credit or other similar financing. In the event that the Counterparty in respect of the Shares engages in a stock split, a reverse stock split or pays dividends in the form of Shares (each, a “Dilutive Issuance”), the Reset Price shall be adjusted to reflect the effect of the Dilutive Issuance. This provision shall not include apply to (i) the grant, issuance any grants or exercise issuances of employee stock options or other equity awards (xor Shares underlying such equity awards) under the Counterparty’s or the Target’s equity compensation plans or (y) issued pursuant to the terms of the BCAplans, (ii) any securities Shares issued or assumed in connection with the Business CombinationCombination pursuant to or as contemplated by the Merger Agreement and disclosed in the proxy statement filed by Counterparty in respect of the Business Combination as of the date hereof, or (iii) repricing the Promissory Note with Genesis’s sponsor for an aggregate amount of Counterparty’s warrants in connection with the Closing; (iv) any Shares or other securities convertible or exercisable for Shares issued pursuant to any other acquisition$3,150,000, merger or similar transaction by the Counterparty occurring after the Closing if the Shares or other securities issued in the transaction are restricted from transfer pursuant to a market standard lock-up agreement for a period of six months from the date of issuance; (v) the sale and issuance prior to or which, at the time sponsor’s discretion, may be converted at a conversion price of the Closing $10.00, into 315,000 shares of any debt or preferred stock that is convertible into or exchangeable for, or otherwise entitled the holder thereof to receive, Shares or other securities of the Counterparty, Genesis Class A Common Stock and (vi) the PIPE Transaction315,000 PubCo warrants. Seller: Seller. Buyer: Counterparty. Shares: Prior to the Closing, shares of Series A Convertible Preferred Stock of Berenson as designated in the Certificate of Designation of Berenson (“Preferred Stock”), and after the Closing, shares of Class A common stock of PubCo into which such Preferred Stock is convertible upon the Closing at a rate of one share of Preferred Stock converting into 26 shares of Common Stock (“Common Stock”).

Dilutive Offering Reset. To the extent the Counterparty, after closing of the Business Combination, sells, enters into Counterparty closes any agreement to sell or grants any right to reprice, or otherwise disposes of or issues, issues (or announces announce any offer, sale, grant or any option to purchase or other disposition of, disposition) any Shares or any securities of the Counterparty or any of its respective subsidiaries (but for the avoidance of doubt, excluding any secondary transfers) ), which would entitle the holder thereof to acquire or sell on behalf of the Counterparty at any time Shares or other securities, including, without limitation, any debt, preferred stock, preference shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares or other securities, at a price per Share (or an effective price per share, as applicable) share less than the then existing Reset Price (a “Dilutive Offering”), then the Reset Price shall be modified to equal such reduced price as of such date date; provided that, without limiting the foregoing, a Dilutive Offering Reset (for the avoidance of doubt) (i) shall include any Equity Line of Credit or other similar financing, (ii) shall not include (i) the grant, issuance or exercise of employee stock options or other equity awards (x) under the CounterpartyCounterparty or Pubco’s equity compensation plans or (y) Shares underlying warrants now outstanding or issued pursuant to the terms of the BCA, (ii) any securities issued or assumed in connection with the Business Combination, (iii) repricing shall not include any securities issued at a price no less than $9.20 per share in connection with and prior to or concurrently with the consummation of Counterparty’s warrants the Business Combination, including securities to be issued pursuant to the Subscription Agreement, (iv) shall not include Shares issued in connection with the Closing; Business Combination pursuant to the BCA, (ivv) shall not include up to 500,000 Shares to be issued as consideration for professional services in connection with the Business Combination or securities to be issued as contingent consideration under the BCA, and (vi) shall not include any Shares or other securities convertible or exercisable for Shares issued pursuant to any other acquisition, merger or similar transaction by the Counterparty occurring after the Closing or Pubco if the Shares or other securities issued in the transaction are restricted from transfer pursuant to a market standard lock-up agreement for a period of six months one year from the date of issuance; (v) the sale and issuance prior to or at the time of the Closing of any debt or preferred stock that is convertible into or exchangeable for, or otherwise entitled the holder thereof to receive, Shares or other securities of the Counterparty, and (vi) the PIPE Transaction. Seller: Seller. Buyer: Counterparty. Shares: Prior to the Closing, shares of Series A Convertible Preferred Stock of Berenson as designated in the Certificate of Designation of Berenson (“Preferred Stock”), and after the Closing, shares of Class A common stock of PubCo into which such Preferred Stock is convertible upon the Closing at a rate of one share of Preferred Stock converting into 26 shares of Common Stock (“Common Stock”).

Dilutive Offering Reset. To the extent the Counterparty, after closing of the Business Combinationdate hereof, sells, enters into any agreement to sell or grants any right to reprice, or otherwise disposes of or issues, issues (or announces announce any offer, sale, grant or any option to purchase or other disposition of, disposition) any Shares or any securities of the Counterparty or any of its respective subsidiaries (but for the avoidance of doubt, excluding any secondary transfers) which would that entitle the holder thereof to acquire or sell on behalf of the Counterparty at any time Shares or other securities, securities (including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares or other securities, ) at a price per Share (or an effective price per share, as applicable) share less than the then existing Reset Price (( a “Dilutive Offering”), then the Reset Price shall be modified to equal such reduced price as of such date price; provided thatprovided, that without limiting the foregoing, a Dilutive Offering (Offering, for the avoidance of doubt) , shall include any at the market offering, equity line of credit or other similar financing, and a Dilutive Offering Reset shall not include apply to (i) the grant, issuance any grants or exercise issuances of employee stock options or other equity awards (xor Shares underlying such equity awards) under the Counterparty’s or the Target’s equity compensation plans or (y) issued pursuant to the terms of the BCAplans, (ii) any securities Shares issued in connection with the Business Combination pursuant to or assumed as contemplated by the BCA and disclosed in the proxy statement filed by Counterparty in respect of the Business Combination as of the date hereof , (iii) any Shares to be issued to BTIG, Xxxx Capital, LSH Partners Securities LLC as consideration for professional services in connection with the Business Combination, (iii) repricing of Counterparty’s warrants plus up to an additional 100,000 Shares to be issued as consideration to other service providers in connection with the Closing; Business Combination, or (iv) notwithstanding what is provided above with respect to equity lines of credit and below with respect to Variable Rate Transactions, any sales of Shares underlying a convertible note entered into by PACI and an affiliate of Yorkville Advisors funded across no more than three debentures, up to a maximum number of 1,000,000 Shares. In the event that the Counterparty engages in a Variable Rate Transaction, a Dilutive Offering will have been deemed to have occurred and the price of such Dilutive Offering will be deemed to be the lowest price contemplated under the transaction documentation of the Valuation Rate Transaction. “Variable Rate Transaction” means a transaction in which the Counterparty or its subsidiaries issues or sells any convertible securities either (A) at a conversion, exercise or exchange rate or other securities convertible price that is based upon and/or varies with the trading prices of or exercisable quotations for the Shares issued pursuant to at any other acquisition, merger or similar transaction by the Counterparty occurring time after the Closing if the Shares initial issuance of such convertible securities, or other securities issued in the transaction are restricted from transfer pursuant to (B) with a market standard lock-up agreement for a period of six months from the date of issuance; (v) the sale and issuance prior to conversion, exercise or at the time of the Closing of any debt or preferred stock exchange price that is subject to being reset at some future date after the initial issuance of such convertible into securities or exchangeable for, upon the occurrence of specified or otherwise entitled contingent events directly or indirectly related to the holder thereof to receive, Shares or other securities business of the Counterparty, and or the market for the Shares, other than pursuant to a customary “weighted average” anti-dilution provision. In the event that the Counterparty in respect of the Shares engages in a stock split, a reverse stock split or pays dividends in the form of Shares (vi) each, a “Dilutive Issuance”), the PIPE TransactionReset Price shall be adjusted to reflect the effect of the Dilutive Issuance. Seller: Seller. Buyer: Counterparty. Shares: Prior to the Closing, shares of Series A Convertible Preferred Stock of Berenson as designated in the Certificate of Designation of Berenson (“Preferred Stock”), and after the Closing, shares of Class A common stock of PubCo into which such Preferred Stock is convertible upon the Closing at a rate of one share of Preferred Stock converting into 26 shares of Common Stock (“Common Stock”).

Dilutive Offering Reset. To the extent the Counterparty, after closing of the Business Combination, sells, enters into Counterparty closes any agreement to sell or grants any right to reprice, or otherwise disposes of or issues, issues (or announces announce any offer, sale, grant or any option to purchase or other disposition of, disposition) any Shares or any securities of the Counterparty or any of its respective subsidiaries (but for the avoidance of doubt, excluding any secondary transfers) ), which would entitle the holder thereof to acquire or sell on behalf of the Counterparty at any time Shares or other securities, including, without limitation, any debt, preferred stock, preference shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares or other securities, at a price per Share (or an effective price per share, as applicable) share less than the then existing Reset Price (a “Dilutive Offering”), then the Reset Price shall be modified to equal such reduced price as of such date date; provided that, without limiting the foregoing, a Dilutive Offering Reset (for the avoidance of doubt) (i) shall include any Equity Line of Credit or other similar financing, (ii) shall not include (i) the grant, issuance or exercise of employee stock options or other equity awards (x) under the CounterpartyCounterparty or Pubco’s equity compensation plans or (y) Shares underlying warrants now outstanding or issued pursuant to the terms of the BCA, (ii) any securities issued or assumed in connection with the Business Combination, (iii) repricing shall not include any securities issued at a price no less than $9.20 per share in connection with and prior to or concurrently with the consummation of Counterparty’s warrants the Business Combination, including securities to be issued pursuant to the PIPE Subscription Agreements, (iv) shall not include Shares issued in connection with the Closing; Business Combination pursuant to the BCA, (ivv) shall not include up to 500,000 Shares to be issued as consideration for professional services in connection with the Business Combination or securities to be issued as contingent consideration under the BCA, and (vi) shall not include any Shares or other securities convertible or exercisable for Shares issued pursuant to any other acquisition, merger or similar transaction by the Counterparty occurring after the Closing or Pubco if the Shares or other securities issued in the transaction are restricted from transfer pursuant to a market standard lock-up agreement for a period of six months one year from the date of issuance; (v) the sale and issuance prior to or at the time of the Closing of any debt or preferred stock that is convertible into or exchangeable for, or otherwise entitled the holder thereof to receive, Shares or other securities of the Counterparty, and (vi) the PIPE Transaction. Seller: Seller. Buyer: Counterparty. Shares: Prior to the Closing, shares of Series A Convertible Preferred Stock of Berenson as designated in the Certificate of Designation of Berenson (“Preferred Stock”), and after the Closing, shares of Class A common stock of PubCo into which such Preferred Stock is convertible upon the Closing at a rate of one share of Preferred Stock converting into 26 shares of Common Stock (“Common Stock”).

Dilutive Offering Reset. To the extent the Counterparty, after closing of the Business Combination, sells, enters into any agreement to sell or grants any right to reprice, or otherwise disposes of or issues, issues (or announces announce any offer, sale, grant or any option to purchase or other disposition of, disposition) any Shares or any securities of the Counterparty or any of its respective subsidiaries (but for the avoidance of doubt, excluding any secondary transfers) which would that entitle the holder thereof to acquire or sell on behalf of the Counterparty at any time Shares or other securities, securities (including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares or other securities, ) at a price per Share (or an effective price per share, as applicable) share less than the then existing Reset Price (a “Dilutive Offering”), then the Reset Price shall be modified to equal such reduced price as of such date price; provided thatprovided, that without limiting the foregoing, a Dilutive Offering (Offering, for the avoidance of doubt) , shall include any Shares issued in an at the market offering, equity line of credit or other similar financing, and for any equity line of credit, the Counterparty may not register the shares covered by such equity line of credit, and without the prior written consent of the Seller, may not draw against the equity line of credit, and a Dilutive Offering Reset shall not include apply to (i) the grant, issuance any grants or exercise issuances of employee stock options or other equity awards (xor Shares underlying such equity awards, or Shares sold by any award-holder or the Counterparty solely to cover applicable taxes) under the Counterparty’s or African Agriculture’s equity compensation plans or (y) issued pursuant to the terms of the BCAplans, (ii) any securities Shares issued or assumed in connection with the Business Combination pursuant to or as contemplated by the Merger Agreement and disclosed in documents filed with the Securities and Exchange Commission (the “SEC”) by Counterparty in respect of the Business Combination, (iii) repricing of Counterparty’s warrants Pubco Shares issued by Pubco to the AA Stockholder as described in connection with the Closing; Share Issuance Agreement, by and between Counterparty and AA Stockholder or (iv) Shares issued prior to March 31, 2024 in public or private offerings at effective prices equal to or greater than $5.00 per share and with aggregate net proceeds from such Shares not to exceed $10,000,000. In the event that the Counterparty in respect of the Shares engages in a stock split, a reverse stock split or pays dividends in the form of Shares (each, a “Dilutive Issuance”), the Reset Price shall be adjusted to reflect the effect of the Dilutive Issuance. In the event that the Counterparty engages in a Variable Rate Transaction, a Dilutive Offering will have been deemed to have occurred and the price of such Dilutive Offering will be deemed to be the lowest price contemplated under the transaction documentation of the Variable Rate Transaction. Counterparty shall not undertake a Dilutive Offering, including a Variable Rate Transaction, with an effective price (which for these purposes shall be the economic cost basis at which an investor in the Variable Rate Transaction is at risk, including in the calculation of such effective price any Shares fees or reimbursement of expenses that the investor receives as part of a transaction) of less than $5.00 per Share (assuming no Dilutive Issuance has occurred) without the prior written consent of the Seller, which shall not be unreasonably withheld. “Variable Rate Transaction” means a transaction in which the Counterparty or its subsidiaries issues or sells any convertible securities either (A) at a conversion, exercise or exchange rate or other securities convertible price that is based upon and/or varies with the trading prices of or exercisable quotations for the Shares issued pursuant to at any other acquisition, merger or similar transaction by the Counterparty occurring time after the Closing if the Shares initial issuance of such convertible securities, or other securities issued in the transaction are restricted from transfer pursuant to (B) with a market standard lock-up agreement for a period of six months from the date of issuance; (v) the sale and issuance prior to conversion, exercise or at the time of the Closing of any debt or preferred stock exchange price that is subject to being reset at some future date after the initial issuance of such convertible into securities or exchangeable for, upon the occurrence of specified or otherwise entitled contingent events directly or indirectly related to the holder thereof to receive, Shares or other securities business of the Counterparty, and (vi) or the PIPE Transactionmarket for the Shares, other than pursuant to a customary “weighted average” anti-dilution provision. Seller: Seller. Buyer: Counterparty. Shares: Prior to the Closing, shares of Series A Convertible Preferred Stock of Berenson as designated in the Certificate of Designation of Berenson (“Preferred Stock”), and after the Closing, shares of Class A common stock of PubCo into which such Preferred Stock is convertible upon the Closing at a rate of one share of Preferred Stock converting into 26 shares of Common Stock (“Common Stock”).