Common use of Liquidation Priority Clause in Contracts

Liquidation Priority. In a Liquidity Event or Dissolution Event, the SAFE Sequel NoteHolders’ right to receive its Cash-Out Amount is: (i) Junior to payment of outstanding secured indebtedness and secured creditor claims; (ii) On par with payments for other Equity Linked Securities, and if the applicable Proceeds are insufficient to permit full payments to the holders of SAFE Sequel Notes and other Equity Linked Securities, the applicable Proceeds will be distributed pro rata to holders of SAFE Sequel Notes and other Equity Linked Securities in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Equity Shares. The right of the SAFE Sequel Note Holders to receive its Conversion Amount is (A) on par with payments for Equity Shares and other Equity Linked Securities who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Equity Shares basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Cash-Out Amounts or similar liquidation preferences, provided such payments do not reduce the SAFE Sequel Note Holders’ Conversion Amount below the Cash Out Amount)).

Liquidation Priority. In a Liquidity Event or Dissolution Event, the SAFE iSAFE Sequel NoteHoldersNote Holders’ right to receive its Cash-Out Amount is: (i) Junior to payment of outstanding secured indebtedness and secured creditor claims; (ii) On par with payments for other Equity Linked Securities, and if the applicable Proceeds are insufficient to permit full payments to the holders of SAFE iSAFE Sequel Notes and other Equity Linked Securities, the applicable Proceeds will be distributed pro rata to holders of SAFE iSAFE Sequel Notes and other Equity Linked Securities in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Equity Shares. The right of the SAFE iSAFE Sequel Note Holders to receive its Conversion Amount is (A) on par with payments for Equity Shares and other Equity Linked Securities who are also receiving Conversion Amounts or Proceeds on a similar as-as- converted to Equity Shares basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Cash-Out Amounts or similar liquidation preferences, provided such payments do not reduce the SAFE iSAFE Sequel Note Holders’ Conversion Amount below the Cash Out Amount)).

Liquidation Priority. In a Liquidity Event or Dissolution Event, the SAFE iSAFE Sequel NoteHoldersNote Holders’ right to receive its Cash-Cash- Out Amount is: (i) Junior to payment of outstanding secured indebtedness and secured creditor claims; (ii) On par with payments for other Equity Linked Securities, and if the applicable Proceeds are insufficient to permit full payments to the holders of SAFE iSAFE Sequel Notes and other Equity Linked Securities, the applicable Proceeds will be distributed pro rata to holders of SAFE iSAFE Sequel Notes and other Equity Linked Securities in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Equity Shares. The right of the SAFE iSAFE Sequel Note Holders to receive its Conversion Amount is (A) on par with payments for Equity Shares and other Equity Linked Securities who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Equity Shares basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Cash-Out Amounts or similar liquidation preferences, provided such payments do not reduce the SAFE iSAFE Sequel Note Holders’ Conversion Amount below the Cash Out Amount)).

Liquidation Priority. In a Liquidity Event or Dissolution Event, the SAFE iSAFE Sequel NoteHoldersNote Holders’ right to receive its Cash-Out Amount is: (i) Junior to payment of outstanding secured indebtedness and secured creditor claims; (ii) On par with payments for other Equity Linked Securities, and if the applicable Proceeds are insufficient to permit full payments to the holders of SAFE iSAFE Sequel Notes and other Equity Linked Securities, the applicable Proceeds will be distributed pro rata to holders of SAFE iSAFE Sequel Notes and other Equity Linked Securities in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Equity Shares. The right of the SAFE iSAFE Sequel Note Holders to receive its Conversion Amount is (A) on par with payments for Equity Shares and other Equity Linked Securities who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Equity Shares basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Cash-Out Amounts or similar liquidation preferences, provided such payments do not reduce the SAFE iSAFE Sequel Note Holders’ Conversion Amount below the Cash Out Amount)).

Liquidation Priority. In a Liquidity Event or Dissolution Event, the SAFE Sequel NoteHolders’ right to receive its Cash-Out Amount is: (i) Junior to payment of outstanding secured indebtedness and secured creditor claims; (ii) On par with payments for other Equity Linked Securities, and if the applicable Proceeds are insufficient to permit full payments to the holders of SAFE Sequel Notes and other Equity Linked Securities, the applicable Proceeds will be distributed pro rata to holders of SAFE Sequel Notes and other Equity Linked Securities in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Equity Shares. The right of the SAFE Sequel Note Holders to receive its Conversion Amount is (A) on par with payments for Equity Shares and other Equity Linked Securities who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Equity Shares basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Cash-Out Amounts or similar liquidation preferences, provided such payments do not reduce the SAFE Sequel Note Holders’ Conversion Amount below the Cash Out CashOut Amount)).