Common use of Equity Financing Clause in Contracts

Equity Financing. If there is an Equity Financing before the termination of this Safe, on the closing of such Equity Financing, this Safe will automatically convert into the number of shares of SPAC Common Stock equal to (i) the Purchase Amount divided by (ii) the Redemption Price (the “Purchased Shares”). In addition, if this Safe automatically converts pursuant to an Equity Financing and subject to the terms of this paragraph, the Investor will receive, in addition to the shares of SPAC Common Stock this Safe is convertible into, an additional number of shares of SPAC Common Stock (the “Incentive Shares”) equal to (i) the Purchased Shares, multiplied by (ii) [0.94] (the “Incentive Share Ratio”). The Incentive Shares will be subject to the restrictions and Milestone Events outlined in Section 3 below. Receipt of the Incentive Shares will be subject to an evaluation of the Investor’s shareholding on the one-year anniversary of the Equity Financing (the “One Year Test Date”). If the Investor has sold any Purchased Shares prior to the One Year Test Date, the Investor will forfeit the same proportional amount of the Incentive Shares the Investor received (for example, if the Investor in one or more transactions closing prior to the one-year anniversary of the Equity Financing sells 25% of the Investor’s Purchased Shares, then the Investor will thereby forfeit 25% of the Incentive Shares received by the Investor (the “Forfeited Incentive Shares”)). However, in the event that one or more of the Milestone Events (as defined below) to release the Incentive Shares are achieved by the Company prior to the One Year Test Date, there shall be no limitation on the Investor’s ability to transact or sell those released Incentive Shares, or to sell an equivalent proportion of their Purchased Shares, and selling of such shares shall not be evaluated on the One Year Test Date (for example, if the Company achieves the First Milestone Event and the Investor receives the First Third (as defined below) of the Incentive Shares prior to the One Year Test Date, the Investor can freely trade all of the Incentive Shares received in the First Third, as well as up to 33.3% of their Purchased Shares prior to the One Year Test Date without any requirement for the Investor to forfeit any of the Investor’s remaining Incentive Shares). After the One Year Test Date, any Forfeited Incentive Shares will be redistributed on a pro rata basis among the Company Shareholders who are subject to Lock-Up Agreements. The Investor agrees to enter into an agreement reflecting the terms of this paragraph at the closing of the Equity Financing, or it will not be eligible to receive the Incentive Shares. In connection with the automatic conversion of this Safe into shares of SPAC Common Stock or Company Common Stock, the Investor will execute and deliver to the Company all of the transaction documents related to the Equity Financing; provided, that such documents are substantially the same documents to be entered into by other stockholders of the Company in connection with the Equity Financing.

Equity Financing. If there is an Equity Financing before the termination of this Safe, on the initial closing of such Equity Financing, this Safe will automatically convert into into: (i) if the Equity Financing constitutes a Qualified Equity Financing, the number of shares of SPAC Common Standard Preferred Stock equal to (i) the Purchase Amount divided by the lowest price per share of the Standard Preferred Stock; provided, that (ii) the Redemption Price (the “Purchased Shares”). In addition, if this Safe automatically converts pursuant to an Equity a Qualified Convertible Financing and subject to the terms of this paragraphhas occurred, the Investor will receive, in addition to the shares of SPAC Common Stock this Safe is convertible into, an additional number of shares of SPAC Common Safe Preferred Stock equal to the Purchase Amount divided by the Safe Price; provided further, that (iii) if neither subsection (i) nor (ii) applies or if the application of subsection (i) or (ii), as the case may be, would result in this Safe converting at a price per share less than the Safe Price (Floor), the number of shares of Safe Preferred Stock (the “Incentive Shares”Floor) equal to the Purchase Amount divided by the Safe Price (i) the Purchased Shares, multiplied by (ii) [0.94] (the “Incentive Share Ratio”Floor). The Incentive Shares will be subject In the event that this Safe converts into shares of Standard Preferred Stock pursuant to Section 1(a)(i) or Safe Preferred Stock pursuant to Section 1(a)(ii), the restrictions and Milestone Events outlined Investor shall have the right (in Section 3 below. Receipt addition to but not in duplication of the Incentive Shares will be subject to an evaluation of any other right held by the Investor’s shareholding on ) but not the one-year anniversary obligation to purchase additional shares of Standard Preferred Stock being sold in the Equity Financing (which would, together with the “One Year Test Date”). If shares of Capital Stock into which this Safe converts, provide the Investor has sold any Purchased Shares prior to with the One Year Test Date, the Investor will forfeit the same proportional amount Target Percentage of the Incentive Shares the Investor received (for example, if the Investor in one or more transactions closing prior to the one-year anniversary of the Equity Financing sells 25% of the Investor’s Purchased Shares, then the Investor will thereby forfeit 25% of the Incentive Shares received by the Investor (the “Forfeited Incentive Shares”)). However, in the event that one or more of the Milestone Events (as defined below) to release the Incentive Shares are achieved by the Company prior to the One Year Test Date, there shall be no limitation on the Investor’s ability to transact or sell those released Incentive Shares, or to sell an equivalent proportion of their Purchased Shares, and selling of such shares shall not be evaluated on the One Year Test Date (for example, if the Company achieves the First Milestone Event and the Investor receives the First Third (as defined below) of the Incentive Shares prior to the One Year Test Date, the Investor can freely trade all of the Incentive Shares received in the First Third, as well as up to 33.3% of their Purchased Shares prior to the One Year Test Date without any requirement for the Investor to forfeit any of the Investor’s remaining Incentive Shares). After the One Year Test Date, any Forfeited Incentive Shares will be redistributed on a pro rata basis among the Company Shareholders who are subject to Lock-Up Agreements. The Investor agrees to enter into an agreement reflecting the terms of this paragraph at the closing of the Equity Financing, or it will not be eligible to receive the Incentive SharesCapitalization. In connection with the automatic conversion of this Safe into shares of SPAC Common Standard Preferred Stock, Safe Preferred Stock, or Safe Preferred Stock or Company Common Stock(Floor), as the case may be, the Investor will execute and deliver to the Company all of the transaction documents related to the Equity Financing; provided, that such documents (i) are substantially the same documents to be entered into by other stockholders of the Company in connection with the Equity Financingpurchasers of Standard Preferred Stock, with appropriate variations for the Safe Preferred Stock or Safe Preferred Stock (Floor) if applicable, and (ii) have customary exceptions to any drag-along applicable to the Investor, including (without limitation) limited representations, warranties, liability and indemnification obligations for the Investor.

Equity Financing. If there is an Equity Financing before the expiration or termination of this instrument, the Company will automatically issue to the Investor: (i) where such Equity Financing occurs prior to the seventh anniversary of this Safe, on the closing of such Equity Financing, this Safe will automatically convert into the a number of shares of SPAC Safe Common Stock equal to (i) the Purchase Amount divided by the Conversion Price; or (ii) the Redemption Price (the “Purchased Shares”). In addition, if this Safe automatically converts pursuant to an where such Equity Financing and subject to occurs on or following the terms seventh anniversary of this paragraphSafe, the Investor will receive, in addition to the shares of SPAC Common Stock this Safe is convertible into, an additional a number of shares of SPAC Common Safe Preferred Stock (the “Incentive Shares”) equal to (i) the Purchased Shares, multiplied by (ii) [0.94] (the “Incentive Share Ratio”). The Incentive Shares will be subject to the restrictions and Milestone Events outlined in Section 3 below. Receipt of the Incentive Shares will be subject to an evaluation of the Investor’s shareholding on the one-year anniversary of the Equity Financing (the “One Year Test Date”). If the Investor has sold any Purchased Shares prior to the One Year Test Date, the Investor will forfeit the same proportional amount of the Incentive Shares the Investor received (for example, if the Investor in one or more transactions closing prior to the one-year anniversary of the Equity Financing sells 25% of the Investor’s Purchased Shares, then the Investor will thereby forfeit 25% of the Incentive Shares received Purchase Amount divided by the Investor (the “Forfeited Incentive Shares”)). However, in the event that one or more of the Milestone Events (as defined below) to release the Incentive Shares are achieved by the Company prior to the One Year Test Date, there shall be no limitation on the Investor’s ability to transact or sell those released Incentive Shares, or to sell an equivalent proportion of their Purchased Shares, and selling of such shares shall not be evaluated on the One Year Test Date (for example, if the Company achieves the First Milestone Event and the Investor receives the First Third (as defined below) of the Incentive Shares prior to the One Year Test Date, the Investor can freely trade all of the Incentive Shares received in the First Third, as well as up to 33.3% of their Purchased Shares prior to the One Year Test Date without any requirement for the Investor to forfeit any of the Investor’s remaining Incentive Shares). After the One Year Test Date, any Forfeited Incentive Shares will be redistributed on a pro rata basis among the Company Shareholders who are subject to Lock-Up Agreements. The Investor agrees to enter into an agreement reflecting the terms of this paragraph at the closing of the Equity Financing, or it will not be eligible to receive the Incentive SharesConversion Price. In connection with the automatic conversion issuance of Safe Stock by the Company to the Investor pursuant to this Safe into shares of SPAC Common Stock or Company Common Stock, the Section 1(a): (i) The Investor will execute and deliver to the Company all of the transaction documents related to the Equity Financing; provided, that such documents are substantially the same documents to be entered into by other stockholders have customary tag along provisions upon a change of control of the Company and customary exceptions to any drag-along applicable to the Investor, including, without limitation, limited representations and warranties and limited liability and indemnification obligations on the part of the Investor and shall provide for the conversion of the Safe Stock to (A) the same class of ordinary voting common stock of the Company immediately prior to admission of the Company's share capital on a recognised exchange pursuant to an Initial Public Offering (an "IPO")(such shares ranking pari passu in connection all respects with the ordinary voting common stock admitted to trading on such recognized exchange) and (B) where Safe Common Stock has been issued pursuant to the terms of this Safe upon an Equity Financing and an IPO has not subsequently occurred by the seventh anniversary of the date of completion of the Equity Financing, to the same class of the Company's Standard Preferred Stock as issued to investors in the Equity Financing; and (ii) The Investor and the Company will execute a Pro Rata Rights Agreement, unless the Investor is already included in such rights in the transaction documents related to the Equity Financing.

Equity Financing. If there is an Equity Financing before the termination of this Safe, on the closing of such Equity Financing, this Safe will automatically convert into the number of shares of SPAC Common Signed subscriptions shall have been received to purchase Series A Preferred Stock equal to (i) the Purchase Amount divided by (ii) the Redemption Price (the “Purchased Shares”). In addition, if this Safe automatically converts pursuant to an Equity Financing and subject to the terms of this paragraph, the Investor will receive, in addition to the shares of SPAC Common Stock this Safe is convertible into, an additional number of shares of SPAC or Parent Common Stock (as determined by ▇▇▇▇ Capital) in a private placement offering exempt from registration under the “Incentive Shares”) equal Securities Act pursuant to Regulation D promulgated thereunder (i) "Equity Financing"), which subscriptions shall represent gross proceeds of not less than $10,000,000 (or such lesser amount as mutually agreed to by Parent and the Purchased SharesCompany), multiplied by (ii) [0.94] (with such gross proceeds having been fully funded into an escrow account established for the “Incentive Share Ratio”). The Incentive Shares will be subject Equity Financing the release of which to Parent is conditioned upon satisfaction or waiver of the conditions to the restrictions and Milestone Events outlined investors' obligations to close the Equity Financing as set forth in Section 3 below. Receipt the subscription documents, including, without limitation, the Closing of the Incentive Shares will be subject to an evaluation Transaction, Parent's acceptance of such subscriptions after the Investor’s shareholding on Closing and the one-year anniversary approval of the Equity Financing by Parent's board of directors following the Closing. The Equity Financing shall be based on a pre-money valuation of Parent after giving effect to the Merger with the Company of not less than $22,000,000 (or such lesser amount as mutually agreed to by Parent and the “One Year Test Date”Company) ("Pre-Money Value"). If The Equity Financing may include the Investor has issuance of warrants to purchase Parent Common Stock ("Offering Warrants") to the investors and placement agent, provided the exercise price thereof shall not be less than the per share price of the Series A Preferred Stock (on an as-converted basis) or Parent Common Stock sold any Purchased Shares in the Equity Financing. Each investor and the placement agent shall in writing release and covenant not to ▇▇▇ the officers, directors and advisors of Parent serving or providing services immediately prior to the One Year Test Date, the Investor will forfeit the same proportional amount of the Incentive Shares the Investor received (Closing for example, if the Investor in one or more transactions closing prior to the one-year anniversary of the Equity Financing sells 25% of the Investor’s Purchased Shares, then the Investor will thereby forfeit 25% of the Incentive Shares received by the Investor (the “Forfeited Incentive Shares”)). However, in the event that one or more of the Milestone Events (as defined below) to release the Incentive Shares are achieved by the Company prior to the One Year Test Date, there shall be no limitation on the Investor’s ability to transact or sell those released Incentive Shares, or to sell an equivalent proportion of their Purchased Shares, and selling of such shares shall not be evaluated on the One Year Test Date (for example, if the Company achieves the First Milestone Event and the Investor receives the First Third (as defined below) of the Incentive Shares prior to the One Year Test Date, the Investor can freely trade all of the Incentive Shares received in the First Third, as well as up to 33.3% of their Purchased Shares prior to the One Year Test Date without any requirement for the Investor to forfeit any of the Investor’s remaining Incentive Shares). After the One Year Test Date, any Forfeited Incentive Shares will be redistributed on a pro rata basis among the Company Shareholders who are subject to Lock-Up Agreements. The Investor agrees to enter into an agreement reflecting the terms of this paragraph at the closing of matter respecting the Equity Financing, the Company or it will not be eligible to receive the Incentive SharesCompany's business. In connection with Parent shall also assume the automatic conversion of this Safe into Placement Agreement immediately following the Closing. Parent shall register for resale, on an at the market continuous basis under Rule 415 promulgated under the Securities Act, the shares of SPAC Parent Common Stock issued to investors in the Equity Financing (or Company the shares of Parent Common Stock, Stock underlying the Investor will execute and deliver to Series A Preferred Stock in the Company all of the transaction documents related to event Series A Preferred Stock is issued in the Equity Financing; provided, that such documents are substantially ) together with the same documents shares of Parent Common Stock underlying the Offering Warrants on a registration statement to be entered into by other stockholders of the Company in connection filed with the Equity FinancingSEC within the time frame and otherwise in accordance with the agreement between the Parent and the investors ("Registration Statement").