Exercisability; Vesting of Warrant Shares. This Warrant shall vest and become exercisable as to 1/8th of the Warrant Shares (i.e., as to 125,000 Warrant Shares) on each three-month anniversary following the date of issuance hereof (such that the Warrant will be fully vested on the two-year anniversary of the date of issuance hereof), if during the three-month period then ended United has made itself available to assist the Company with (i) the Company’s marketing communications (including on social media), (ii) the Company’s policy advocacy and governmental affairs; (iii) capital-raising introductions for the Company; (iv) the Company’s investor communications (including in the contemplated SPAC Transaction (as defined below)); and (v) the Company’s fuel-to-flight certification (each of clauses (i)-(v), the “Milestone Activities”) provided, however, that if there earlier occurs a Liquidation Event, then this Warrant shall so vest and become exercisable in full as of immediately prior to the consummation of such Liquidation Event. The foregoing vesting is not subject to the success of the Milestone Activities, and the Company shall initiate, bear all costs for (including those incurred by United) and be responsible for all efforts relating to the Milestone Activities. Once the Warrant has vested with respect to any period, then United will remain vested in that portion of the Warrant Shares, even if United does not continue to satisfy the vesting conditions in respect of any future period.
Exercisability; Vesting of Warrant Shares. This Warrant shall vest and become exercisable as to all of the Warrant Shares upon the Convertible Note Closing (as defined below); provided, however, that if there earlier occurs a Liquidation Event, then this Warrant shall so vest and become exercisable in full as of immediately prior to the consummation of such Liquidation Event. For purposes hereof, the “Convertible Note Closing” means the purchase by United or one or more of its Affiliates of convertible notes issued by the Company or its subsidiary(ies) in an aggregate principal amount of at least $15,000,000. For the avoidance of doubt, once the foregoing vesting and exercisability conditions are initially met, then such conditions may not later be re-invoked, even if, for example, the parties never consummate any or all of the future transactions contemplated in the Term Sheet. For purposes hereof, “Term Sheet” means the non-binding Term Sheet for Debt and Equity Investment dated August 23, 2022 entered into between United and the Company.
Exercisability; Vesting of Warrant Shares. This Warrant shall vest and become exercisable as to all of the Warrant Shares upon the public announcement by United or its Affiliates of United’s and/or its Affiliates’ equity investment, contemplated off-take and marketing-support arrangements with the Company as set forth in the Term Sheet (as defined below); provided, however, that if there earlier occurs a Liquidation Event, then this Warrant shall so vest and become exercisable in full as of immediately prior to the consummation of such Liquidation Event. For purposes hereof, “Term Sheet” means the non-binding Term Sheet for Debt and Equity Investment dated August 23, 2022 entered into between United and the Company. For the avoidance of doubt, once the foregoing vesting and exercisability conditions are initially met, then such conditions may not later be re-invoked, even if, for example, the parties never consummate any or all of the future transactions contemplated in the Term Sheet.
