Common use of Liquidation Priority Clause in Contracts

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Shares. The Investor’s right to be issued the Conversion Shares entitling it to receive its Purchase Amount (if such amount is payable pursuant to Section 1(b) above), or to receive the Dissolution Amount (if such amount is payable pursuant to Section 1(c) above), is, in each case: (i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Share Capital); (ii) On par with payments for other Safes and/or Preferred Shares, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Shares, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Shares in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Ordinary Shares. The Investor’s right to be issued the Conversion Shares entitling it to receive its Conversion Amount (if such amount is payable pursuant to Section 1(b) above) is (A) on par with payments for Ordinary Shares and other Safes and/or Preferred Shares who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Ordinary Shares basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Purchase Amount or similar liquidation preferences).

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred SharesEquity Interests. The Investor’s right to be issued the Conversion Shares entitling it to receive its Purchase Amount (if such amount is payable pursuant to Section 1(b) above), or to receive the Dissolution Cash-Out Amount (if such amount is payable pursuant to Section 1(c) above), is, in each case: (i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Share CapitalEquity Securities); (ii) On par with payments for other Safes and/or Preferred SharesEquity Interests, and if the applicable Proceeds proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred SharesEquity Interests, the applicable Proceeds proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Shares Equity Interests in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Ordinary SharesCommon Equity Interests. The Investor’s right to be issued the Conversion Shares entitling it to receive its Conversion Amount (if such amount is payable pursuant to Section 1(b) above) is (A) on par with payments for Ordinary Shares Common Equity Interests and other Safes and/or Preferred Shares Equity Interests who are also receiving Conversion Amounts Amounts, proceeds or Proceeds similar payments on a similar as-converted to Ordinary Shares Common Equity Interests basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Purchase Amount Cash-Out Amounts or similar liquidation preferences).

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Shares. The the Investor’s right to be issued the Conversion Shares entitling it to receive its Purchase Cash-Out Amount (if such amount is payable pursuant to Section 1(b) above), or to receive the Dissolution Amount (if such amount is payable pursuant to Section 1(c) above), is, in each case: (i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Share CapitalMembership Interests); (ii) On par with payments for other Safes and/or Preferred Sharespreferred Membership Interests of the Company that have a liquidation preference over common Membership Interests (or the Company’s equivalent class of equity securities), and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Sharespreferred Membership Interests, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Shares preferred Membership Interests in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Ordinary Sharescommon Membership Interests (or the Company’s equivalent class of equity securities). The Investor’s right to be issued the Conversion Shares entitling it to receive its Conversion Amount (if such amount is payable pursuant to Section 1(b) above) is (A) on par with payments for Ordinary Shares common Membership Interests and other Safes and/or Preferred Shares preferred Membership Interests who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Ordinary Shares common Membership Interest basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Purchase Amount Cash-Out Amounts or similar liquidation preferences).

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Shares. The Investor’s right to be issued the Conversion Shares entitling it to receive its Purchase Cash-Out Amount (if such amount is payable pursuant to Section 1(b) above), or to receive the Dissolution Amount (if such amount is payable pursuant to Section 1(c) above), is, in each case: (i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Share Capital), but excluding cashless or forgivable notes; (ii) On par with payments for other Safes and/or Preferred Shares, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Shares, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Shares in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Ordinary Shares. The Investor’s right to be issued the Conversion Shares entitling it to receive its Conversion Amount (if such amount is payable pursuant to Section 1(b) above) is (A) on par with payments for Ordinary Shares and other Safes and/or Preferred Shares who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Ordinary Shares basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Purchase Amount Cash-Out Amounts or similar liquidation preferences).

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe SAFE is intended to operate like standard non-participating Preferred SharesStock. The Investorholder of this SAFE’s right to be issued the Conversion Shares entitling it to receive its Purchase Cash- Out Amount (if such amount is payable pursuant to Section 1(b) above), or to receive the Dissolution Amount (if such amount is payable pursuant to Section 1(c) above), is, in each case: (i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Share CapitalCapital Stock); (ii) On par with payments for other Safes SAFEs, whether this Series or otherwise, and/or Preferred SharesStock, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes SAFEs and/or Preferred SharesStock, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes SAFEs and/or Preferred Shares Stock in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Ordinary SharesCommon Stock. The Investorholder of this SAFE’s right to be issued the Conversion Shares entitling it rights to receive its their Conversion Amount (if such amount is payable pursuant to Section 1(b) above) is (A) on par with payments for Ordinary Shares Common Stock and other Safes SAFEs and/or Preferred Shares Stock who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Ordinary Shares Common Stock basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Purchase Amount Cash-Out Amounts or similar liquidation preferences).

Liquidation Priority. In a Liquidity Event Change of Control in which the Investor does not elect to convert this Safe into Series B Preferred Shares or a Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Sharespreferred shares. The Investor’s right to be issued the Conversion Shares entitling it to receive its Purchase Amount (if such amount is payable pursuant Cash-Out Amount, subject to Section 1(b) above), or to receive the Dissolution Amount (if such amount is payable pursuant to Section 1(c) above)distribution provisions set forth in the Company’s Operating Agreement, is, in each case: (i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Share CapitalCapital Shares); (ii) On par with payments for other Safes and/or Preferred Sharespreferred shares, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Sharespreferred shares, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Shares preferred shares in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Ordinary Common Shares. The Investor’s right to be issued the Conversion Shares entitling it to receive its Conversion Amount (if such amount is payable pursuant to Section 1(b) above) is (A) on par with payments for Ordinary Common Shares and other Safes and/or Preferred Shares preferred shares who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Ordinary Common Shares basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Purchase Amount Cash-Out Amounts or similar liquidation preferences).

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Shares. The Investor’s right to be issued the Conversion Shares entitling it to receive its Purchase Cash-Out Amount (if such amount is payable pursuant to Section 1(b) above), or to receive the Dissolution Amount (if such amount is payable pursuant to Section 1(c) above), is, in each case: (i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Share CapitalCapital Shares);; FORM - DO NOT COPY (ii) On par with payments for other Safes and/or Preferred Shares, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Shares, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Shares in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Ordinary Common Shares. The Investor’s right to be issued the Conversion Shares entitling it to receive its Conversion Amount (if such amount is payable pursuant to Section 1(b) above) is (A) on par with payments for Ordinary Common Shares and other Safes and/or Preferred Shares who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Ordinary Common Shares basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Purchase Amount Cash-Out Amounts or similar liquidation preferences).

Liquidation Priority. In a Liquidity Event (other than a deSPAC Transaction) or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Shares. The Investor’s right to be issued the Conversion Shares entitling it to receive its Purchase Cash-Out Amount (if such amount is payable pursuant to Section 1(b) above), or to receive the Dissolution Amount (if such amount is payable pursuant to Section 1(c) above), is, in each case: (i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Share CapitalCapital Shares); (ii) On par with payments for other Safes and/or Preferred Shares, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Shares, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Shares in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Ordinary Common Shares. The Investor’s right to be issued the Conversion Shares entitling it to receive its Conversion Cash-Out Amount (if such amount is payable pursuant to Section 1(b) above) is (A) on par with payments for Ordinary Common Shares and other Safes and/or Preferred Shares who are also receiving Conversion Cash-Out Amounts or Proceeds on a similar as-converted to Ordinary Common Shares basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Purchase Amount Cash-Out Amounts or similar liquidation preferences).