Common use of Equity Consideration Clause in Contracts

Equity Consideration. Pursuant to the terms and 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 Seller Parties designated by the Seller Parties to the Buyer Parties in writing prior to the Closing (each, a “Seller Designee”), and the Seller Parties (and/or Seller Designees, if applicable) shall acquire from Buyer OP, a number of newly-issued Buyer Parent Shares equal to the Buyer Parent Share Amount (the “Issued Buyer Parent Shares”), validly issued, fully paid and non-assessable, and free and clear of all Liens (other 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) 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 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 newly-issued Buyer OP Units equal to the difference of (x) the Total Buyer Securities Amount minus (y) the Buyer Parent Share Amount (the “Issued Buyer OP Units” and, together with the Issued Buyer Parent Shares, the “Equity Consideration”), validly issued and free and clear of all Liens (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 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 this Agreement and the Closing Date.

Equity Consideration. Pursuant 2.4.1 As part of the Purchase Price, the Purchaser shall cause IPA to issue to each of the Vendors, on the Closing Date, as per the Allocation Percentage, that aggregate number of IPA Shares that is equal to EIGHTEEN MILLION EUROS (€18,000,000) (the "Equity Consideration"). The number of IPA Shares to be issued shall be determined by dividing EIGHTEEN MILLION EUROS (€18,000,000) by the VWAP of IPA Shares, provided however that IPA shall not be required to issue any fractional shares and that the number of IPA Shares to be issued to each Vendor at Closing will be rounded down to the nearest whole share. Notwithstanding the foregoing, if 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 no event exceed 19,99% of the issued and outstanding common shares of IPA immediately 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 result of the Issuance Cap based on the VWAP of the IPA Shares (the "Issuance Cap Amount". 2.4.4 The Equity Consideration shall be subject to the terms and subject 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 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 Seller Parties designated by the Seller Parties to the Buyer Parties in writing prior to the Closing (each, a “Seller Designee”), and the Seller Parties (and/or Seller Designees, if applicable) shall acquire from Buyer OP, a number of newly-issued Buyer Parent Shares equal to the Buyer Parent Share Amount (the “Issued Buyer Parent Shares”), validly issued, fully paid and non-assessable, and free and clear of all Liens (other than restrictions arising under applicable securities LawsEquity Escrow Agreement, the Governing Documents IPA Shares to be issued as part of Buyer Parent and the Stockholders Agreement), which will be registered in the name of the applicable Seller Party (and/or Seller Designee) 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 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 newly-issued Buyer OP Units equal to the difference of (x) the Total Buyer Securities Amount minus (y) the Buyer Parent Share Amount (the “Issued Buyer OP Units” and, together with the Issued Buyer Parent Shares, the “Equity Consideration”), validly issued and free and clear of all Liens (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 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 this Agreement freely transferable and the Closing Datefree from Encumbrances.

Equity Consideration. Pursuant (a) As partial consideration for the sale of the Intellectual Property, BUYER will issue to SELLER shares of its common stock (the "Shares") following consummation of the first equity financing (the "First Equity Financing") of BUYER which raises gross proceeds of at least $5,000,000. The number of shares that will be issued will represent five percent (5%) of BUYER's outstanding capital stock after the consummation of the First Equity Financing, assuming that (i) 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 and (ii) only $5,000,000 of shares were issued at the sale price in the First Equity Financing (regardless of the number of shares actually issued). Notwithstanding the foregoing, 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 terms 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 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 conditions same rights (except as to board representation and as set forth hereinin the last sentence hereof) and obligations as BUYER's founding stockholder or (ii) 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 Closingthen-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) Buyer Parent shall contribute to Buyer OP and Buyer OP shall deliver to the Seller Parties and/or one or more Affiliates net working capital (determined in accordance with generally accepted accounting principles) of the Seller Parties designated by the Seller Parties to the Buyer Parties in writing prior to the Closing (each, a “Seller Designee”), and the Seller Parties (and/or Seller Designees, if applicable) shall acquire from Buyer OP, a number of newly-issued Buyer Parent Shares equal to the Buyer Parent Share Amount (the “Issued Buyer Parent Shares”), validly issued, fully paid and non-assessable, and free and clear of all Liens (other than restrictions arising under applicable securities Laws, the Governing Documents of Buyer Parent and the Stockholders Agreement), which will be registered in the name Merger Partner as of the applicable Seller Party (and/or Seller Designee) by book entry closing of the Reverse Merger, net of long-term debt in an account or accounts with Buyer Parent’s transfer agent excess of $1,000,000 and (ii) subject cash obtained upon the sale of any marketable securities held by a 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 consummation of the Reverse Merger, BUYER shall be deemed to Section 1.4, Buyer OP shall issue 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 Seller Parties (and/or Seller Designees, if applicable), and the Seller Parties (and/or Seller Designees, if applicable) shall acquire from Buyer OP, Merger Partner on a number of newly-issued Buyer OP Units equal to the difference of (x) the Total Buyer Securities Amount minus (y) the Buyer Parent Share Amount (the “Issued Buyer OP Units” and, together basis otherwise consistent with the Issued Buyer Parent Shares, terms set forth in the “Equity Consideration”), validly issued and free and clear of all Liens (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 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 clauses of this Agreement and the Closing DateSection 2.1.2.

Equity Consideration. Pursuant (a) Subject to the terms representations and subject to warranties of the conditions set forth hereinSellers (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, at except as otherwise provided in Section 6 of the ClosingStockholders’ Rights Agreement, (i) Buyer on each Issuance Date, Parent shall contribute issue to Buyer OP and Buyer OP shall deliver to the each Seller Parties and/or one or more Affiliates of the Seller Parties designated by the Seller Parties to the Buyer Parties in writing prior to the Closing (each, a “Seller Designee”), and the Seller Parties (and/or Seller Designees, if applicable) shall acquire from Buyer OP, a number of newly-issued Buyer Parent Shares equal to the Buyer product of (i) its Pro Rata Share, multiplied by (ii) the aggregate number of Parent Share Amount 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 “Issued Buyer Parent SharesFirst Issuance Date”), validly issued, fully paid and non-assessable, and free and clear of all Liens (other 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) by book entry in an account or accounts with Buyer Parent’s transfer agent and (ii) subject with respect to Section 1.4, Buyer OP shall issue to twenty five percent (25%) of the 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 newly-issued Buyer OP Units equal to the difference of (x) the Total Buyer Securities Amount minus (y) the Buyer Parent Share Amount (the “Issued Buyer OP Units” and, together with the Issued Buyer Parent Shares, the fourth (4th) anniversary of the Closing Date (the “Equity ConsiderationSecond Issuance Date”), validly issued and free and clear of all Liens (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 y) with respect to any then-unissued portion of the Buyer Stock Consideration, the occurrence of a Parent Shares 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 Buyer OP Units or any transaction in (d) of the definition of Eligibility Event has occurred, the date, if any, on which the Buyer stockholders of Parent Shares fail to elect or Buyer OP Units are converted into other securities re-elect V▇▇▇▇ ▇▇▇▇▇▇ to the board of directors of Parent (the “Parent Board”) at any annual or cashspecial 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 each caseclauses (x), occurring between (y) or (z) of the date of this Agreement and immediately preceding sentence is not a Business Day, then the Closing Dateapplicable Issuance Date shall be the first Business Day thereafter.