DWF Backstop Amount definition
DWF Backstop Amount means, at the time of determination, an amount in US dollars equal to the difference of $33,333,333.33 (being the initial principal amount of the Initial Notes purchased by the DWF Holders) minus the sum of (i) $3,333,333.33, being the original issue discount on the DWF Holders’ Initial Notes; (ii) $1,650,000.00, being the proceeds from the issuance and sale of the DWF Holders’ Initial Notes used to pay transaction expenses and for working capital purposes; (iii) the aggregate amount of principal and interest paid in cash to any DWF Holder on its Initial Notes; (iv) the aggregate value, at the time of the respective conversion, of any shares of Common Stock (as defined in the Notes) issued upon conversion of any DWF Holder’s Initial Notes (with backup of such calculation within 1 business day of conversion to the extent requested by ▇▇▇▇▇); (v) the aggregate value, at the time of the respective exchange, of any Purchased FET transferred in exchange for any DWF Holder’s Initial Notes (with backup of such calculation within 1 business day of conversion to the extent requested by ▇▇▇▇▇); (vi) subject to Section 3(b), the sale proceeds received by DWF of all Staking proceeds paid to TRNR from the DWF Secondary Account pursuant to Section 1.2 hereof and sold by DWF (with backup of such calculation within 1 business day of conversion to the extent requested by ▇▇▇▇▇); (vii) 90% of the outstanding principal amount of any Initial Note transferred by a DWF Holder to an unaffiliated third party (which unaffiliated third party, for the avoidance of doubt, shall not be required to be a party to the Indemnity Agreement); and (viii) the aggregate amount of any cash or stable coin (and the amount of any cash of any non-cash or non-stable coin asset once liquidated to an unaffiliated third party for fair market value) paid on any DWF Holder’s Initial Notes at any time and for any reason (other than Staking Interest (as defined in the Notes) and the reimbursement of DWF’s actual out of pocket fees and expenses). The parties agree that as of the Effective Date, the DWF Backstop Amount is $28,350,000.00 and that in no event shall Contributed FET in excess of such DWF Backstop Amount be transferred from the DWF Secondary Account to anyone other than Fetch.
DWF Backstop Amount shall have the meaning set forth in the Backstop Agreement.