Common use of Founders’ Shares Clause in Contracts

Founders’ Shares. Upon formation of the Company, the Executive purchased 86,667 shares of the Company’s common stock (the “Founders Shares”) for a purchase price of $0.001 per share. The Founders Shares shall be subject to forfeiture restrictions that will terminate with respect to 8.33% of the awarded shares at the end of each quarterly period commencing with the first full fiscal quarter after the date of grant; provided, however, that all forfeiture restrictions on outstanding Founders Shares will lapse automatically upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) a termination by the Executive for Good Reason (as defined herein), (iv) the Executive’s death, (v) the Disability (as defined below) of the Executive, or (vi) the Company’s failure to renew this Agreement, and that the Executive will forfeit all Founders Shares with respect to which the forfeiture restrictions have not terminated if he is terminated for Cause or he terminates for other than Good Reason. The Founders Shares will have voting and dividend rights. Notwithstanding anything to the contrary contained herein, the Executive agrees that the Company shall redeem 31,912 of the Executive’s Founders Shares (the “Redemption Shares”) at a redemption price of $0.001 per share within 40 days after the date of this Agreement; provided, however, that the number of Redemption Shares actually redeemed by the Company shall be reduced by a number equal to 1% of the number of shares of common stock issued by the Company pursuant to any exercise by Friedman, Billings, Rxxxxx & Co., Inc. (“FBR”) of its additional allotment option under that certain Purchase/Placement Agreement dated June 23, 2005, among the Company, Asset Capital Partners, L.P. and FBR.

Founders’ Shares. Upon formation of the CompanyIn September 2019, the Executive purchased 86,667 Company issued to UTXO Vector LLC (the “Sponsor”), for an aggregate consideration of $25,000, 1,437,500 shares of the Company’s Class B common stock (the “Founders Founder Shares”) for in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase price of $0.001 per shareFounder Shares. The Founders Except as described in the Registration Statement, none of the Founder Shares shall may be subject to forfeiture restrictions that will terminate sold, assigned or transferred by the Sponsor until (1) with respect to 8.3350% of the awarded shares at Founder Shares, the end earlier of each quarterly period commencing with the first full fiscal quarter six months after the date of grant; provided, however, that all forfeiture restrictions on outstanding Founders Shares will lapse automatically upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) a termination by the Executive for Good Reason (as defined herein), (iv) the Executive’s death, (v) the Disability (as defined below) consummation of the Executive, or (vi) the Company’s failure to renew this Agreementinitial business combination and the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and that recapitalizations) for any 20 trading days within any 30- trading day period commencing after the Executive will forfeit all Founders Shares Company’s initial business combination and (2) with respect to which the forfeiture restrictions have not terminated if he is terminated for Cause or he terminates for other than Good Reason. The Founders Shares will have voting and dividend rights. Notwithstanding anything to the contrary contained herein, the Executive agrees that the Company shall redeem 31,912 remaining 50% of the Executive’s Founders Shares (the “Redemption Founder Shares”) at a redemption price of $0.001 per share within 40 days , six months after the date of this Agreement; providedthe consummation of the Company’s initial business combination, howeveror earlier, in either case, if, subsequent to the Company’s initial business combination, the Company consummate a liquidation, merger, share exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares for cash, securities or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Redemption Founder Shares actually redeemed by (up to 187,500 Founder Shares) such that the Company shall be reduced by a number equal to 1Founder Shares then outstanding will comprise 20% of the number of issued and outstanding shares of common stock issued by the Company pursuant after giving effect to the Offering and exercise, if any, of the Over-allotment Option (but not including any exercise by Friedman, Billings, Rxxxxx & Co., Inc. (“FBR”) of its additional allotment option under that certain Purchase/Placement Agreement dated June 23, 2005, among the Company, Asset Capital Partners, L.P. and FBRShares.

Founders’ Shares. Upon formation of the CompanyIn September 2019, the Executive purchased 86,667 Company issued to UTXO Vector LLC (the “Sponsor”), for an aggregate consideration of $25,000, 1,437,500 shares of the Company’s Class B common stock (the “Founders Founder Shares”) for in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase price of $0.001 per shareFounder Shares. The Founders Except as described in the Registration Statement, none of the Founder Shares shall may be subject to forfeiture restrictions that will terminate sold, assigned or transferred by the Sponsor until (1) with respect to 8.3350% of the awarded shares at founder shares, the end earlier of each quarterly period commencing with the first full fiscal quarter six months after the date of grant; provided, however, that all forfeiture restrictions on outstanding Founders Shares will lapse automatically upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) a termination by the Executive for Good Reason (as defined herein), (iv) the Executive’s death, (v) the Disability (as defined below) consummation of the Executive, or (vi) the Company’s failure to renew this Agreementinitial business combination and the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and that recapitalizations) for any 20 trading days within any 30- trading day period commencing after the Executive will forfeit all Founders Shares Company’s initial business combination and (2) with respect to which the forfeiture restrictions have not terminated if he is terminated for Cause or he terminates for other than Good Reason. The Founders Shares will have voting and dividend rights. Notwithstanding anything to the contrary contained herein, the Executive agrees that the Company shall redeem 31,912 remaining 50% of the Executive’s Founders Shares (the “Redemption Shares”) at a redemption price of $0.001 per share within 40 days sponsor shares, six months after the date of this Agreement; providedthe consummation of the Company’s initial business combination, howeveror earlier, in either case, if, subsequent to the Company’s initial business combination, the Company consummate a liquidation, merger, share exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares for cash, securities or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Redemption Founder Shares actually redeemed by (up to 187,500 Founder Shares) such that the Company shall be reduced by a number equal to 1Founder Shares then outstanding will comprise 20% of the number of issued and outstanding shares of common stock issued by the Company pursuant after giving effect to the Offering and exercise, if any, of the Over-allotment Option (but not including any exercise by Friedman, Billings, Rxxxxx & Co., Inc. (“FBR”) of its additional allotment option under that certain Purchase/Placement Agreement dated June 23, 2005, among the Company, Asset Capital Partners, L.P. and FBRShares.