Common use of Sale and Issuance of Convertible Notes and Warrants Clause in Contracts

Sale and Issuance of Convertible Notes and Warrants. (a) The Company shall (x) adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form of Exhibit B attached hereto (the “Restated Certificate”). (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees, severally and not jointly, to purchase at the Initial Closing and the Company agrees to sell and issue to each Purchaser at the Initial Closing, (i) a convertible promissory note (each an “Initial Closing Note” and collectively, the “Initial Closing Notes”) in the principal amount set forth opposite each Purchaser’s name under the heading “Initial Closing Notes” on Exhibit A-1 hereto for a purchase price equal to the face amount thereof; and (ii) if applicable, a warrant to purchase up to the number of shares, as adjusted therein, of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”) set forth opposite such Purchaser’s name on Exhibit A-1 hereto (each, a “Warrant” and collectively, the “Warrants”). Each Warrant shall be in the form of Exhibit C attached hereto. (c) Subject to the terms and conditions of this Agreement, each Purchaser agrees, severally and not jointly, to purchase at the Second Closing, as applicable, (i) the number of shares of common stock, par value $0.0001 per share, of Pubco contemplated by Section 1.4 (the “Pubco Shares”) or (ii) a convertible promissory note (each a “Second Closing Note” and collectively, the “Second Closing Notes”) in the principal amount set forth opposite each Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto for a purchase price equal to the face amount thereof. (d) The Initial Closing Notes and the Second Closing Notes are hereinafter collectively referred to as the “Notes”, and each Note shall be in the form of Exhibit F attached hereto. The Initial Closing Notes and Warrants sold to the Purchasers pursuant to this Agreement are hereinafter collectively referred to as the “Initial Closing Securities.” The Pubco Shares or Second Closing Notes sold to the Purchasers pursuant to this Agreement are hereinafter collectively referred to as the “Second Closing Securities.” The Initial Closing Securities and the Second Closing Securities are hereinafter collectively referred to as the “Purchased Securities”. The Initial Closing Securities and the Second Closing Notes are hereinafter collectively referred to as the “Company Purchased Securities”. The shares of Common Stock and any other security of the Company, directly or indirectly issued or issuable upon exercise of the Warrants are hereinafter collectively referred to as the “Warrant Shares.” The shares of capital stock of the Company (including, without limitation, Common Stock) directly or indirectly issued or issuable upon conversion of the Notes is hereinafter referred to as the “Conversion Stock” and, together with the Warrant Shares, is hereinafter referred to as the “Conversion Securities.” The Purchased Securities and the Conversion Securities are hereinafter collectively referred to as the “Securities.” (e) The sale of the Company Purchased Securities to each Purchaser under this Agreement shall constitute a separate sale, and the obligations of each Purchaser under this Agreement shall be separate from and independent of the obligations of each other Purchaser under this Agreement.

Sale and Issuance of Convertible Notes and Warrants. (a) The Company shall (x) adopt and file with Prior to the Secretary of State of the State of Delaware on or before the Initial Closing (as defined below), the Lead Purchaser advanced funds to the Company in the amount of $1,000,000 (the “Advance”) and the Company executed and delivered to the Lead Purchaser an Amended and Restated Certificate of Incorporation Demand Note in the form amount of Exhibit B attached hereto the Advance (the “Restated CertificateAdvance Note”). (b) The initial purchase and sale of the Notes contemplated by this Section 1.1(a) (the “Initial Closing”) will take place remotely via the exchange of documents and signatures on the Effective Date. Subject to the terms and conditions of this Agreement, at the Initial Closing, the Lead Purchaser and the other Purchasers party hereto on the Effective Date (the “Initial Purchasers”) will each advance to the Company an amount equal to the “Bridge Funding Commitment” amount set forth opposite such Initial Purchaser’s name on Schedule I to this Agreement and the Company will sell and issue to each Initial Purchaser a secured convertible promissory note, in the form attached as Exhibit A to this Agreement in the original principal amount of such Initial Purchaser’s Bridge Funding Commitment. At the Initial Closing, the Company will also execute and deliver a separate secured convertible promissory note, also in the form attached as Exhibit A to this Agreement, to the Lead Purchaser in an amount equal to the Advance provided by the Lead Purchaser to the Company prior to the Initial Closing, together with any accrued and unpaid interest thereon (the “Converted Advance Note”), which such Converted Advance Note will serve as an amendment of and substitution for the Advance Note. The secured convertible promissory notes issued at the Initial Closing are referred to herein as the “Initial Notes”. At the Initial Closing, the Company will also execute and deliver to each holder of an Initial Note a ten-year warrant to purchase shares of the Company’s Common Stock, each in the form attached as Exhibit B to this Agreement (the “Initial Warrants”). For further clarity, the Lead Purchaser will receive two separate Warrants at the Initial Closing, (i) a Warrant with respect to the Lead Purchaser’s purchase of an Initial Note at the Initial Closing through the funding of its Bridge Funding Commitment and (ii) a Warrant with respect to the issuance of the Converted Advance Note to the Lead Purchaser (the “Converted Advance Warrant”). (c) Following the Initial Closing, the Company may, subject to the approval of the Lead Purchaser, offer, issue and sell, on the same price, terms and conditions as those contained in this Agreement, at one or more subsequent closings (each, an “Additional Closing”), (i) secured convertible promissory notes, each in the form attached as Exhibit A to this Agreement (the “Additional Notes” and together with the Initial Notes, the “Notes”) to the Lead Purchaser and/or one or more additional investors who is a holder of capital stock of the Company and executes a counterpart signature page to this Agreement (the “Additional Purchasers” and together with the Lead Purchaser, the “Purchasers”) and (ii) ten-year warrants to purchase shares of the Company’s Common Stock each in the form attached as Exhibit B to this Agreement (the “Additional Warrants” and together with the Initial Warrants, the “Warrants”). Upon any Additional Closing, Schedule I to this Agreement shall be updated to reflect any Additional Notes and Additional Warrants purchased at such Additional Closing. (d) Subject to the terms and conditions of this Agreement, at each Purchaser agreesClosing, severally and not jointly, to purchase at the Initial Closing and the Company agrees to sell and issue shall deliver to each applicable Purchaser at the Initial Closing, in addition to their Note(s) and Warrant(s): (i) a convertible promissory note (each an “Initial Closing Note” and collectively, the “Initial Closing Notes”) Security Agreement substantially in the principal amount set forth opposite each Purchaser’s name under the heading “Initial Closing Notes” on form attached hereto as Exhibit A-1 hereto for a purchase price equal to the face amount thereof; and (ii) if applicableC, a warrant to purchase up to the number of shares, as adjusted therein, of Class A common stock, par value $0.01 per share, of duly executed by the Company (the “Class A Common StockSecurity Agreement”), (ii) the Absolute Guaranty of Payment and Performance in the form attached hereto as Exhibit D (the “Subsidiary Guaranty”), duly executed by each Subsidiary of the Company, (iii) the Intellectual Property Security Agreement in the form attached hereto as Exhibit E, duly executed by the Company (the “IP Security Agreement”) set forth opposite such Purchaser’s name on and (iv) Subordination Agreements, each substantially in the form attached hereto as Exhibit A-1 hereto F, duly executed by each of the holders of outstanding indebtedness of the Company subordinating their indebtedness to the rights of the Purchasers under their Notes (each, a “Warrant” and collectively, the “WarrantsSubordination Agreements”). Each Warrant For the avoidance of doubt, the Lead Purchaser shall not be in required to deliver a Subordination Agreement with respect to the form of Exhibit C attached heretoHxxxx Note. (ce) Subject Each purchase of Securities by a Purchaser is a separate transaction from each other purchase of Securities by any other Purchaser. No Purchaser shall have any obligation to purchase any Securities or otherwise provide any additional funding to the Company other than as set forth on Schedule I and in any event on the terms and subject to the conditions of in this Agreement, each Purchaser agrees, severally . Any and all obligations of the Purchasers under the Transaction Documents are several and not jointly, joint and several; no Purchaser shall be liable for the failure of any other Purchaser to purchase at any Securities in accordance with this Section 1.1, for any breach of representation or warranty by any other Purchaser, or for any other act or omission by any other Purchaser. (f) Each Warrant issued pursuant to this Agreement shall entitle the Second Closing, as applicable, Purchaser holding such Warrant the right to purchase up to one hundred percent (i100%) of the aggregate number of shares of common stockCommon Stock into which such Purchaser’s Note may ultimately be converted, par value $0.0001 per shareprovided, of Pubco contemplated that as partial consideration for the Advance provided by Section 1.4 (the “Pubco Shares”) or (ii) a convertible promissory note (each a “Second Closing Note” and collectivelyLead Purchaser prior to the Effective Date, the “Second Closing Notes”Converted Advance Warrant shall entitle the holder thereof to purchase up to two hundred percent (200%) in of the principal amount set forth opposite each Purchaser’s name under the heading “Remaining Commitment” on Exhibit A-1 hereto for a purchase price equal to the face amount thereof. (d) The Initial Closing Notes and the Second Closing Notes are hereinafter collectively referred to as the “Notes”, and each Note shall be in the form aggregate number of Exhibit F attached hereto. The Initial Closing Notes and Warrants sold to the Purchasers pursuant to this Agreement are hereinafter collectively referred to as the “Initial Closing Securities.” The Pubco Shares or Second Closing Notes sold to the Purchasers pursuant to this Agreement are hereinafter collectively referred to as the “Second Closing Securities.” The Initial Closing Securities and the Second Closing Securities are hereinafter collectively referred to as the “Purchased Securities”. The Initial Closing Securities and the Second Closing Notes are hereinafter collectively referred to as the “Company Purchased Securities”. The shares of Common Stock and any into which the Converted Advance Note may ultimately be converted. Any Warrant (other security of than the Company, directly or indirectly Converted Advance Warrant) issued or issuable upon exercise of the Warrants are hereinafter collectively referred to as the “Warrant Shares.” The shares of capital stock of the Company (including, without limitation, Common Stock) directly or indirectly issued or issuable upon conversion of the Notes is hereinafter referred to as the “Conversion Stock” and, together with the Warrant Shares, is hereinafter referred to as the “Conversion Securities.” The Purchased Securities and the Conversion Securities are hereinafter collectively referred to as the “Securities.” (e) The sale of the Company Purchased Securities to each a Purchaser under pursuant this Agreement shall constitute is subject to immediate forfeiture and termination upon a separate sale, and the obligations of each Purchaser under this Agreement shall be separate from and independent of the obligations of each other Purchaser under this AgreementSubscription Default with respect to such Purchaser.