Common use of Equity Consideration Clause in Contracts

Equity Consideration. (a) Subject to the representations and warranties of the Sellers (and their Permitted Transferees (as defined in the Stockholders’ Rights Agreement) as though they made such representations and warranties directly) in Section 3.32 and Section 3.33 being true and correct in all respects on the applicable Issuance Date, except as otherwise provided in Section 6 of the Stockholders’ Rights Agreement, on each Issuance Date, Parent shall issue to each Seller a number of Parent Shares equal to the product of (i) its Pro Rata Share, multiplied by (ii) the aggregate number of Parent Shares to be issued on such Issuance Date (as determined pursuant to this Section 1.8) in accordance with Schedule 1.8. For purposes of this Agreement, the term “Stock Consideration” shall refer to the Parent Shares, if any, issued pursuant to this Section 1.8 and the term “Equity Consideration” shall refer either to the Stock Consideration or to the payments to be made by Parent pursuant to Section 6 of the Stockholders’ Rights Agreement, whichever shall be applicable. (b) The term “Issuance Date” shall mean the earliest of (x)(i) with respect to seventy five percent (75%) of the Parent Shares, the third (3rd) anniversary of the Closing Date (the “First Issuance Date”), and (ii) with respect to twenty five percent (25%) of the Parent Shares, the fourth (4th) anniversary of the Closing Date (the “Second Issuance Date”), (y) with respect to any then-unissued portion of the Stock Consideration, the occurrence of a Parent Change of Control Event and (z) with respect to any then-unissued portion of the Stock Consideration, provided that no event described in clauses (a), (b), (c), or (d) of the definition of Eligibility Event has occurred, the date, if any, on which the stockholders of Parent fail to elect or re-elect V▇▇▇▇ ▇▇▇▇▇▇ to the board of directors of Parent (the “Parent Board”) at any annual or special meeting of the stockholders of Parent (A) at which the election of directors to the Parent Board takes place (unless he is thereafter otherwise elected to the Parent Board within sixty (60) days after such meeting or within seven (7) days after the Initial Board Date) and (B) for which V▇▇▇▇ ▇▇▇▇▇▇ has been nominated for election to the Parent Board. Notwithstanding the foregoing, if any date described in clauses (x), (y) or (z) of the immediately preceding sentence is not a Business Day, then the applicable Issuance Date shall be the first Business Day thereafter.

Equity Consideration. (a) Subject Pursuant to the representations terms and warranties subject to the conditions set forth herein, at the Closing, (i) Buyer Parent shall contribute to Buyer OP and Buyer OP shall deliver to the Seller Parties and/or one or more Affiliates of the Sellers Seller Parties designated by the Seller Parties to the Buyer Parties in writing prior to the Closing (each, a “Seller Designee”), and their Permitted Transferees the Seller Parties (as defined in the Stockholders’ Rights Agreementand/or Seller Designees, if applicable) as though they made such representations and warranties directly) in Section 3.32 and Section 3.33 being true and correct in all respects on the applicable Issuance Dateshall acquire from Buyer OP, except as otherwise provided in Section 6 of the Stockholders’ Rights Agreement, on each Issuance Date, Parent shall issue to each Seller a number of newly-issued Buyer Parent Shares equal to the product Buyer Parent Share Amount (the “Issued Buyer Parent Shares”), validly issued, fully paid and non-assessable, and free and clear of all Liens (iother than restrictions arising under applicable securities Laws, the Governing Documents of Buyer Parent and the Stockholders Agreement), which will be registered in the name of the applicable Seller Party (and/or Seller Designee) its Pro Rata Share, multiplied by book entry in an account or accounts with Buyer Parent’s transfer agent and (ii) subject to Section 1.4, Buyer OP shall issue to the aggregate Seller Parties (and/or Seller Designees, if applicable), and the Seller Parties (and/or Seller Designees, if applicable) shall acquire from Buyer OP, a number of Parent Shares to be newly-issued on such Issuance Date (as determined pursuant to this Section 1.8) in accordance with Schedule 1.8. For purposes of this Agreement, the term “Stock Consideration” shall refer Buyer OP Units equal to the Parent Shares, if any, issued pursuant to this Section 1.8 and the term “Equity Consideration” shall refer either to the Stock Consideration or to the payments to be made by Parent pursuant to Section 6 of the Stockholders’ Rights Agreement, whichever shall be applicable. (b) The term “Issuance Date” shall mean the earliest difference of (x)(ix) the Total Buyer Securities Amount minus (y) the Buyer Parent Share Amount (the “Issued Buyer OP Units” and, together with respect to seventy five percent (75%) of the Issued Buyer Parent Shares, the third (3rd) anniversary of the Closing Date (the “First Issuance DateEquity Consideration”), validly issued and free and clear of all Liens (ii) other than restrictions arising under applicable securities Laws, the Governing Documents of Buyer OP and the Stockholders Agreement); provided, that the Equity Consideration and Total Buyer Securities Amount shall be proportionately adjusted to reflect any splits, combinations, stock dividends, recapitalizations, reorganizations or reclassifications with respect to twenty five percent (25%) the Buyer Parent Shares or Buyer OP Units or any transaction in which the Buyer Parent Shares or Buyer OP Units are converted into other securities or cash, in each case, occurring between the date of the Parent Shares, the fourth (4th) anniversary of this Agreement and the Closing Date (the “Second Issuance Date”), (y) with respect to any then-unissued portion of the Stock Consideration, the occurrence of a Parent Change of Control Event and (z) with respect to any then-unissued portion of the Stock Consideration, provided that no event described in clauses (a), (b), (c), or (d) of the definition of Eligibility Event has occurred, the date, if any, on which the stockholders of Parent fail to elect or re-elect V▇▇▇▇ ▇▇▇▇▇▇ to the board of directors of Parent (the “Parent Board”) at any annual or special meeting of the stockholders of Parent (A) at which the election of directors to the Parent Board takes place (unless he is thereafter otherwise elected to the Parent Board within sixty (60) days after such meeting or within seven (7) days after the Initial Board Date) and (B) for which V▇▇▇▇ ▇▇▇▇▇▇ has been nominated for election to the Parent Board. Notwithstanding the foregoing, if any date described in clauses (x), (y) or (z) of the immediately preceding sentence is not a Business Day, then the applicable Issuance Date shall be the first Business Day thereafter.

Equity Consideration. (a) Subject to As partial consideration for the representations and warranties sale of the Sellers Intellectual Property, BUYER will issue to SELLER shares of its common stock (and their Permitted Transferees (as defined in the Stockholders’ Rights Agreement"Shares") as though they made such representations and warranties directly) in Section 3.32 and Section 3.33 being true and correct in all respects on the applicable Issuance Date, except as otherwise provided in Section 6 following consummation of the Stockholders’ Rights Agreement, on each Issuance Date, Parent shall issue to each Seller a first equity financing (the "First Equity Financing") of BUYER which raises gross proceeds of at least $5,000,000. The number of Parent Shares equal to shares that will be issued will represent five percent (5%) of BUYER's outstanding capital stock after the product consummation of the First Equity Financing, assuming that (i) its Pro Rata Shareany shares of convertible preferred stock or warrants have been converted into or exercised for, multiplied by (ii) as applicable, common stock at the aggregate number of Parent Shares to be issued on such Issuance Date (as determined pursuant to this Section 1.8) in accordance with Schedule 1.8. For purposes of this Agreement, the term “Stock Consideration” shall refer to the Parent Shares, if any, issued pursuant to this Section 1.8 and the term “Equity Consideration” shall refer either to the Stock Consideration then-applicable conversion or to the payments to be made by Parent pursuant to Section 6 of the Stockholders’ Rights Agreement, whichever shall be applicable. (b) The term “Issuance Date” shall mean the earliest of (x)(i) with respect to seventy five percent (75%) of the Parent Shares, the third (3rd) anniversary of the Closing Date (the “First Issuance Date”), exercise rate and (ii) with respect to twenty five percent only $5,000,000 of shares were issued at the sale price in the First Equity Financing (25%) regardless of the Parent Shares, the fourth (4th) anniversary number of the Closing Date (the “Second Issuance Date”shares actually issued), (y) with respect to any then-unissued portion of the Stock Consideration, the occurrence of a Parent Change of Control Event and (z) with respect to any then-unissued portion of the Stock Consideration, provided that no event described in clauses (a), (b), (c), or (d) of the definition of Eligibility Event has occurred, the date, if any, on which the stockholders of Parent fail to elect or re-elect V▇▇▇▇ ▇▇▇▇▇▇ to the board of directors of Parent (the “Parent Board”) at any annual or special meeting of the stockholders of Parent (A) at which the election of directors to the Parent Board takes place (unless he is thereafter otherwise elected to the Parent Board within sixty (60) days after such meeting or within seven (7) days after the Initial Board Date) and (B) for which V▇▇▇▇ ▇▇▇▇▇▇ has been nominated for election to the Parent Board. Notwithstanding the foregoing, if any date SELLER's percentage ownership interest in the shares of common stock of BUYER shall not be reduced to less than 4.5% (on a fully diluted basis after giving effect to the exercise of all Convertible Securities) upon the completion of the first $10,000,000 in equity financing that is raised by BUYER (b) As a condition to receiving the shares described in clauses Section 2.1.2(a), BUYER will have to (x), ) deliver to SELLER an appropriate investor representation letter to establish that BUYER may issue the shares to SELLER in compliance with applicable federal and state securities laws and a properly completed Form W-8BEN and (y) at BUYER's option, either (i) become a party to any stockholder, investor rights or similar agreement ("Investor Agreement(s)") entered into in connection with the First Equity Financing; provided that such Investor Agreement(s) is in a form reasonably satisfactory to SELLER and pursuant to which SELLER shall be subject to the same rights (except as to board representation and as set forth in the last sentence hereof) and obligations as BUYER's founding stockholder or (zii) sign an investor agreement in form reasonably satisfactory to BUYER and SELLER (which may be part of the investor representation letter) which will, among other things, limit transfer of the shares, grant BUYER a right of first refusal (subject to customary exceptions), and provide for a lock-up of up to 180 days in connection with a public offering by BUYER; provided, that SELLER shall not be under any greater restriction under the lock-up than BUYER's founding stockholders. The Investor Agreement(s) or investor representation letter will grant SELLER unlimited piggyback registration rights with respect to the shares of common stock (including the shares issuable upon exercise of any options) of BUYER owned by SELLER, subject to customary terms, conditions and restrictions. The Investor Agreement shall also grant SELLER the right to put its shares of common stock (including the shares issuable upon exercise of the options) to BUYER at a purchase price equal to their fair market value if BUYER shall not have completed an initial public offering or a Reverse Merger within three years following the Closing Date (c) For the gross proceeds, if any, between $5,000,000 and $10,000,000 raised in the First Equity Financing, BUYER will also issue to SELLER stock options up to an additional two percent (2%) of BUYER's common stock, assuming that any shares of convertible preferred stock or warrants have been converted into or exercised for, as applicable, common stock at the then-applicable conversion or exercise rate Such stock options will be granted on a pro rata basis depending on the exact amount of such proceeds raised (e.g., if $7,500,000 of gross proceeds are raised in the First Equity Financing, BUYER will issue to SELLER stock options to purchase one percent (1%) of BUYER's common stock). The stock option grant will be made subject to the same conditions described above for the stock grant and will be made pursuant to BUYER's standard form of stock option agreement satisfactory to BUYER, will have an exercise price equal to the per share price in the First Equity Financing, and will have such vesting and other provisions that are no less favorable than the options granted to BUYER's senior officers. (d) SELLER understands that BUYER may raise some or all of the First Equity Financing through a reverse merger (a "Reverse Merger") with an existing public company ("Merger Partner"). In the event BUYER consummates a Reverse Merger, (i) the net working capital (determined in accordance with generally accepted accounting principles) of the immediately preceding sentence is not Merger Partner as of the closing of the Reverse Merger, net of long-term debt in excess of $1,000,000 and (ii) cash obtained upon the sale of any marketable securities held by a Business Day, then the applicable Issuance Date Merger Partner shall be treated as proceeds of an equity financing (such that if Merger Partner had $4,000,000 of net working capital and no long-term liabilities and Buyer raised $3,000,000 in a separate equity financing, then, as of the first Business Day thereafterconsummation of the Reverse Merger, BUYER shall be deemed to have engaged in a First Equity Financing which raised $7,000,000) and (ii) SELLER will receive common stock of the Merger Partner and options to purchase common stock of the Merger Partner on a basis otherwise consistent with the terms set forth in the other clauses of this Section 2.1.2.

Equity Consideration. (a) Subject to the representations and warranties 2.4.1 As part of the Sellers (and their Permitted Transferees (as defined in Purchase Price, the Stockholders’ Rights Agreement) as though they made such representations and warranties directly) in Section 3.32 and Section 3.33 being true and correct in all respects on the applicable Issuance Date, except as otherwise provided in Section 6 of the Stockholders’ Rights Agreement, on each Issuance Date, Parent Purchaser shall cause IPA to issue to each Seller a number of Parent Shares equal to the product of (i) its Pro Rata ShareVendors, multiplied by (ii) on the Closing Date, as per the Allocation Percentage, that aggregate number of Parent IPA Shares that is equal to EIGHTEEN MILLION EUROS (€18,000,000) (the "Equity Consideration"). The number of IPA Shares to be issued on such Issuance Date shall be determined by dividing EIGHTEEN MILLION EUROS (as determined pursuant €18,000,000) by the VWAP of IPA Shares, provided however that IPA shall not be required to this Section 1.8) in accordance with Schedule 1.8. For purposes issue any fractional shares and that the number of this Agreement, the term “Stock Consideration” shall refer IPA Shares to be issued to each Vendor at Closing will be rounded down to the Parent Shares, if any, issued pursuant to this Section 1.8 and the term “Equity Consideration” shall refer either to the Stock Consideration or to the payments to be made by Parent pursuant to Section 6 of the Stockholders’ Rights Agreement, whichever shall be applicable. (b) The term “Issuance Date” shall mean the earliest of (x)(i) with respect to seventy five percent (75%) of the Parent Shares, the third (3rd) anniversary of the Closing Date (the “First Issuance Date”), and (ii) with respect to twenty five percent (25%) of the Parent Shares, the fourth (4th) anniversary of the Closing Date (the “Second Issuance Date”), (y) with respect to any then-unissued portion of the Stock Consideration, the occurrence of a Parent Change of Control Event and (z) with respect to any then-unissued portion of the Stock Consideration, provided that no event described in clauses (a), (b), (c), or (d) of the definition of Eligibility Event has occurred, the date, if any, on which the stockholders of Parent fail to elect or re-elect V▇▇▇▇ ▇▇▇▇▇▇ to the board of directors of Parent (the “Parent Board”) at any annual or special meeting of the stockholders of Parent (A) at which the election of directors to the Parent Board takes place (unless he is thereafter otherwise elected to the Parent Board within sixty (60) days after such meeting or within seven (7) days after the Initial Board Date) and (B) for which V▇▇▇▇ ▇▇▇▇▇▇ has been nominated for election to the Parent Boardnearest whole share. Notwithstanding the foregoing, if any date described the VWAP is less than the Discounted Market Price, the IPA Shares will be issued at a deemed price equal to the Discounted Market Price. 2.4.2 The Equity Consideration shall in clauses (x), (y) or (z) no event exceed 19,99% of the issued and outstanding common shares of IPA immediately preceding sentence prior to Closing (the "Issuance Cap"). For greater certainty, IPA shall not issue, the Vendors shall not be entitled to receive, and the Vendors shall not, and shall cause their Affiliates to not, directly or indirectly acquire, offer to acquire, solicit an offer to sell, own, or purchase, any IPA Shares which, when aggregated with all other IPA Shares then beneficially owned by the Vendors and their Affiliates, would result in the beneficial ownership by the Vendors at Closing of IPA Shares in excess of the Issuance Cap. 2.4.3 In the event the Issuance Cap is reached, the Purchaser shall make a cash payment to the Vendors on the Closing Date equal to the value of the IPA Shares that were not issued as a Business Day, then result of the applicable Issuance Date Cap based on the VWAP of the IPA Shares (the "Issuance Cap Amount". 2.4.4 The Equity Consideration shall be subject to the first Business Day thereafterterms and conditions of an escrow agreement to be entered into by the Vendors, IPA and the Equity Escrow Agent on the Closing Date (the "Escrow Agreement"). Other than pursuant to the Equity Escrow Agreement, the IPA Shares to be issued as part of the Equity Consideration shall be freely transferable and free from Encumbrances.