Common use of Closing; Delivery Clause in Contracts

Closing; Delivery. The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company (which date is referred to herein as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment of the Purchase Price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methods.

Closing; Delivery. The initial purchase closing (the “Initial Closing,” and sale each of the shares Initial Closing and Additional Closings, a “Closing”) of Series Seed Preferred Stock hereunder the sale and purchase of the Notes shall take place remotely via the exchange of documents and signatures on signatures, if at all, at such time as each of the conditions described in Section 4 hereof has been satisfied in full or waived by the Majority Holders (as defined below); provided, however, that the Agreement Date has not terminated prior to such date pursuant to Section 8 hereof. The Company shall provide written notice (which may be via email) to the Investors (the “Expected Satisfaction Notice”) that the Company reasonably expects all conditions set forth in Section 4 herein to have been satisfied on or before a date specified in the subsequent notice (the “Scheduled Funding Date”) that is not less than two (2) business days from the date on which one or more Purchasers execute counterpart signature pages the Expected Satisfaction Notice is delivered to this Agreement the Investor, which Expected Satisfaction Notice shall contain (i) such Scheduled Funding Date and deliver (ii) the wire instructions for the payment of the Investor’s Purchase Price to an account specified by the Company. As soon as practicable following the satisfaction in full (or waiver thereof by the Majority Holders) of the conditions described in Section 4, the Company shall provide a subsequent written notice (which date is referred may be via email) to herein as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing Investors (the “Additional Closing PeriodFunding Notice”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any which Funding Notice shall specify that payment of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell Investor’s Purchase Price to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold an account specified by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement is due as of the date of such Funding Notice; provided that, neither the applicable Additional Closing. Promptly following each Closing, if required by Scheduled Funding Date nor the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment date of the Purchase Price therefor by check payable to Funding Notice shall be a date earlier than the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness date of the Company Acceptance Time (as defined in the Merger Agreement), and the date of the Funding Notice shall not be later than the date of the Acceptance Time. The Investors hereby agree that (i) neither the delivery of the Expected Satisfaction Notice nor the Funding Notice shall be a condition to Purchaser or by any combination of such methodsClosing and (ii) the Expected Satisfaction Notice and the Funding Notice shall only be delivered to Investors in connection with the Initial Closing.

Closing; Delivery. The initial purchase and sale closing of the shares of Series Seed Preferred Stock hereunder transaction contemplated by this Agreement shall take place remotely via at the exchange offices of documents Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, A Professional Corporation, 0000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxx, Xxxxxxxxxx, at 10:00 a.m., on October 24, 2017, or at such other time and signatures on place as the Agreement Date Corporation and VB mutually agree upon, orally or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company in writing (which date is referred to herein time and place are designated as the “Initial Closing”). At any time the Closing, the Corporation shall deliver to VB (in the same proportions, as between Kona Holdings I LLC and from time to time during Kona Holdings II LLC, as established on Exhibit A attached hereto) certificates representing the ninety (90) day period immediately following 1,554.26 shares of Series A Preferred Stock of the Initial Closing Corporation being issued, sold and purchased (the “Additional Closing PeriodStock”), and the Company maySales Shortfall Warrant, at one or more additional closings (each an “Additional Closing” the Pre-Wired Warrant #1, the Pre-Wired Warrant #2, the Existing Derivative Securities Warrant #1, the Existing Derivative Securities Warrant #2, the Existing Derivative Securities Warrant #3, the Existing Derivative Securities Warrant #4, the Existing Derivative Securities Warrant #5, the Existing Derivative Securities Warrant #6, the Existing Derivative Securities Warrant #7, the Existing Derivative Securities Warrant #8, the Existing Derivative Securities Warrant #9, the Existing Derivative Securities Warrant #10, the Existing Derivative Securities Warrant #11, the Existing Derivative Securities Warrant #12, the Existing Derivative Securities Warrant #13, the Existing Derivative Securities Warrant #14 and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party toExisting Derivative Securities Warrant #15, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company in addition shall deliver to each Purchaser participating in such Closing a certificate representing Kona Holdings I LLC the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing Venice Brands Warrant, all against payment of an aggregate of $2,200,000 (in the Purchase Price therefor same proportions, as between Kona Holdings I LLC and Kona Holdings II LLC, as established on Exhibit A attached hereto) by check automatic conversion of bridge note owed by the Corporation, by checks payable to the Company, Corporation or by wire transfer transfers to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methodsCorporation.

Closing; Delivery. (a) The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder Shares shall take place remotely via the exchange of documents and signatures signatures, at 10:00 a.m., New York time, on (i) if the Agreement Date IPO is consummated on or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price prior to the date that is 365 days after the date hereof (the “Outside Date”), the date of the closing of the IPO pursuant to the Registration Statement or at such other time and place as the Company and the Purchaser mutually agree upon in writing (the “Concurrent Private Placement”) or (ii) if the IPO has not occurred on or prior to the Outside Date but the Sufficient Funding Event has occurred on or prior to the Outside Date, the date that is five Business Days after the Outside Date (provided that the Company shall have provided notice to the Purchaser of its intention to consummate the Alternative Private Placement at least 30 days prior to such consummation) or at such other time and place as the Company and the Purchaser mutually agree upon in writing (the “Alternative Private Placement”) (which date is referred to herein time and place, in either case, are designated as the “Initial Closing”). (b) At any time the Closing, each of the Company and from time the Purchaser shall deliver executed copies of each of the documents required to time during be delivered by such party upon Closing in accordance with Sections 4 and 5. In the ninety case of the Alternative Private Placement, the Purchaser shall deliver executed copies of such other documents as the Company and the Purchaser may reasonably agree in connection therewith (90including an agreement containing reasonable and customary drag-along rights, tag-along rights and transfer restrictions with respect to the Shares and customary minority shareholder rights in favor of the Purchaser reasonably acceptable to the Company). (c) day period immediately following On the Initial date of Closing (the “Additional Closing PeriodDate”), the Purchaser shall deposit an amount in cash of not less than $30,000,000 or more than $50,000,000 (the amount so deposited, the “Investment Amount”) by wire transfer of immediately available funds to a bank account of the Company maydesignated in writing by the Company. (d) At the Closing, and subject to the terms and conditions hereof, the Company will deliver or cause to be delivered the Shares representing the Purchaser’s interest in the Company in certificated form or registered in book-entry form. Notwithstanding anything to the contrary herein, in the case of the Concurrent Private Placement, if the shares of common stock issued in the IPO are issued by a parent or subsidiary of the Company, the Shares shall also be issued by such entity. 1.3 Defined Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below. (a) “Affiliate” means, with respect to any specified Person, any other Person who, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. 2 (b) “Board” means the board of directors of the Company. (c) “Business Day” means any day other than a Saturday, a Sunday or other day on which banks are required or authorized by applicable law to be closed in New York, New York. (d) “CFIUS” means the Committee on Foreign Investment in the United States and each member agency thereof acting in such capacity. (e) “CFIUS Clearance” means, following the filing of any Formal CFIUS Notice pursuant to Section 6.1(b) of this Agreement, (i) either (a) the Purchaser and the Company have received written notice from CFIUS that either (1) CFIUS has concluded that none of the transactions contemplated by this Agreement is a “covered transaction” and that such transactions are not subject to review under the DPA or (2) CFIUS has completed a review or investigation of the Formal CFIUS Notice, has determined that there are no unresolved national security concerns with respect to the transactions contemplated by this Agreement and has concluded all action under the DPA or (b) if CFIUS has sent a report to the President of the United States requesting the President’s decision, either (x) the President has announced a decision not to take any action to suspend or prohibit the transactions contemplated by this Agreement or (y) having received a report from CFIUS requesting the President’s decision, the President has not taken any action after 15 days from the date the President received such report from CFIUS and (ii) CFIUS Turndown with respect to any of the transactions contemplated by this Agreement has not occurred. (f) “CFIUS Turndown” means CFIUS shall have notified the Company and the Purchaser that CFIUS (i) has completed its review or investigation of the transactions contemplated by this Agreement pursuant to the DPA and (ii) intends to send a report to the President of the United States requesting the President’s decision because CFIUS either (A) recommends that the President act to suspend or prohibit such transaction(s) or (B) is unable to reach a decision on whether to recommend that the President suspend or prohibit such transaction(s). (g) “Code” means the Internal Revenue Code of 1986, as amended. (h) “Company’s Knowledge” means the actual knowledge of the senior officers of the Company. (i) “Discount Rate” means 100% minus the largest discount (expressed as a percentage of the price to the public for one share of Common Stock sold in the IPO), if any, provided to any other Person (if any) making an investment in the Company as a private placement concurrent with the IPO. (j) “DPA” means Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and all rules and regulations thereunder, including those codified at 31 C.F.R. Part 800 et seq. 3 (k) “Governmental Entity” means any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal. (l) “Material Adverse Effect” means a material adverse effect on the business, assets, liabilities, financial condition, property, or results of operations of the Company and its subsidiaries, taken as a whole. (m) “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity. (n) “Registrable Shares” means the Shares, other than any Shares (i) the offering and sale of which has been effectively registered under the Securities Act and which have been sold in accordance with a registration statement, (ii) that have been previously sold in transactions exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof (including transactions pursuant to Rule 144 under the Securities Act), (iii) that are or become eligible for resale without volume or manner-of-sale restrictions pursuant to Rule 144 under the Securities Act or (iv) that have been sold or otherwise transferred by the Purchaser to a third party in a transaction in which the Purchaser’s rights under this Agreement are not, or cannot be, assigned. (o) “Registration Statement” means the Registration Statement on Form S-1 (including the prospectus contained therein) filed by the Company with the SEC in connection with the IPO, as in effect at the consummation of the IPO. (p) “SEC” means the U.S. Securities and Exchange Commission. (q) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. (r) “Sufficient Funding Event” means the time when the Company or any of its Affiliates has obtained (or has obtained commitments for) the additional financing necessary, as determined in the good faith judgment of the Board (which determination by the Board shall include the participation by any director designated by the Purchaser or its Affiliate pursuant to the License Agreement) taking into account the gross proceeds of the sale of the Shares, cash on hand and available lines of credit, to complete construction in all material respects of the portion of the Company’s passenger rail system that is expected to run between Xxxx Xxxx Xxxxx, Xxxxxxx xxx Xxxxxxx, Xxxxxxx. (s) “Virgin Group Permitted Transferee” means (1) Xxx Xxxxxxx Xxxxxxx; (2) the trustee or trustees (acting in their capacity as such) for the time being of any trust created by Xxx Xxxxxxx Xxxxxxx where the principal beneficiaries are Xxx Xxxxxxx Xxxxxxx and/or any person or persons mentioned in the following clause (3); (3) any spouse of Xxx Xxxxxxx Xxxxxxx or any child or more remote descendant of his grandparents and any spouses of such child or more remote descendant; (4) the trustee or trustees (acting in the capacity as such) for the time being of any trust made by any person mentioned in the preceding clause (3), where the principal beneficiaries are Xxx Xxxxxxx Xxxxxxx and/or any person or persons mentioned in the preceding clause (3); (5) any executor, administrator or personal representative of the estate of Xxx Xxxxxxx Xxxxxxx; (6) any person acting as nominee, acting in the capacity as such, for any persons referred to in clauses (1) through (5) inclusive; and (7) any entity, wherever located, in respect of which any one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers persons specified in the Initial Closing or clauses (1) through (6) above has control (where references to “control” in relation to any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of entity means: (x) Total Series Seed Investment Amount divided by the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the management of that entity; and/or (y) the Purchase Pricepossession, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons directly or entities who are already Purchasers under this Agreement. The Company and each indirectly, of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages power to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by direct or cause the Company of such New Purchaser’s signature page and delivery direction of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as management or policies of the date of the applicable Additional Closingthat entity). Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment of the Purchase Price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methods4 2.

Closing; Delivery. The initial purchase and sale closing of the shares of Series Seed Preferred Stock hereunder transaction contemplated by this Agreement shall take place remotely via at the exchange offices of documents Sxxxxxxxx Yxxxx Cxxxxxx & Rxxxx, A Professional Corporation, 4000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxx, Xxxxxxxxxx, at 10:00 a.m., on October 24, 2017, or at such other time and signatures on place as the Agreement Date Corporation and VB mutually agree upon, orally or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company in writing (which date is referred to herein time and place are designated as the “Initial Closing”). At any time the Closing, the Corporation shall deliver to VB (in the same proportions, as between Kona Holdings I LLC and from time to time during Kona Holdings II LLC, as established on Exhibit A attached hereto) certificates representing the ninety (90) day period immediately following 1,554.26 shares of Series A Preferred Stock of the Initial Closing Corporation being issued, sold and purchased (the “Additional Closing PeriodStock”), and the Company maySales Shortfall Warrant, at one or more additional closings (each an “Additional Closing” the Pre-Wired Warrant #1, the Pre-Wired Warrant #2, the Existing Derivative Securities Warrant #1, the Existing Derivative Securities Warrant #2, the Existing Derivative Securities Warrant #3, the Existing Derivative Securities Warrant #4, the Existing Derivative Securities Warrant #5, the Existing Derivative Securities Warrant #6, the Existing Derivative Securities Warrant #7, the Existing Derivative Securities Warrant #8, the Existing Derivative Securities Warrant #9, the Existing Derivative Securities Warrant #10, the Existing Derivative Securities Warrant #11, the Existing Derivative Securities Warrant #12, the Existing Derivative Securities Warrant #13, the Existing Derivative Securities Warrant #14 and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party toExisting Derivative Securities Warrant #15, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company in addition shall deliver to each Purchaser participating in such Closing a certificate representing Kona Holdings I LLC the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing Venice Brands Warrant, all against payment of an aggregate of $2,200,000 (in the Purchase Price therefor same proportions, as between Kona Holdings I LLC and Kona Holdings II LLC, as established on Exhibit A attached hereto) by check automatic conversion of bridge note owed by the Corporation, by checks payable to the Company, Corporation or by wire transfer transfers to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methodsCorporation.

Closing; Delivery. The initial purchase and sale of the shares Sharesshares of Series Seed Preferred Stock hereunder shall take place remotely via the exchange of documents and signatures on the Agreement date ofAgreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement or at such other time and place as the Company and the Purchasers representing a majority of the Shares to be sold mutually agree upon, orally or in writing (which time and place are designatedand deliver the Purchase Price to the Company (which date is referred to herein as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a the Pricea per share purchase price equal to the Purchase Price, up to that number of shares Shares that is equal to the total number of Shares authorized by the Restated Certificate less the number of Sharesshares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares Sharesshares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each that certain agreement among the Company and the Purchasers dated as of the date of the Closing in the form of Exhibit D attached hereto (the “Investors’ Rights Agreement,” and together with this Agreement, the “Transaction Agreements”), and such New Purchaserseach New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the CompanyCompany of such signature pages, become a partiesa party to, and bound by, this the Transaction Agreements, eachthis Agreement to the same extent as if such they had been Purchasers at thesuch New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly At the Closing andPromptly following each Additional Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares Sharesshares of Series Seed Preferred Stock being purchased by such Purchaser at the Closing and such Closing Additional Closing, as applicable, against payment of the Purchase purchase pricePurchase Price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methods.

Closing; Delivery. The initial [initial] purchase and sale of the shares of Series Seed Preferred Stock hereunder Shares shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to of this Agreement or at such other time and deliver the Purchase Price to place as the Company and the Purchasers representing a majority of the Shares to be sold mutually agree upon, orally or in writing (which date is referred to herein time and place are designated as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, “the Closings” and each a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”) acceptable to the Company and ______ (the “Lead Investor”), at a the Price per share purchase price equal to the Purchase Priceshare, up to that number of shares of Series Seed Preferred Stock Shares that is equal to that the Maximum Shares less the aggregate number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at Closings prior to the Initial Closing and any prior Additional Closingsapplicable Closing. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock Shares at each Additional Closing will execute counterpart signature pages to this Agreement and each that certain agreement among the Company and the Purchasers dated as of the date of the Closing in the form of Exhibit D attached hereto (the “Investors’ Rights Agreement,” and together with this Agreement, the “Transaction Agreements”), and such New Purchaser Purchasers will, upon delivery by such New Purchaser and acceptance by to the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Companypages, become a party parties to, and bound by, this Agreement the Transaction Agreements, each to the same extent as if such New Purchaser they had been a Purchaser Purchasers at the Closing. At the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock Shares being purchased by such Purchaser at such the Closing against payment of the Purchase Price purchase price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methods. If payment is made by cancellation of indebtedness, the Purchaser shall also deliver to the Company any promissory note or other written instrument evidencing such indebtedness for cancellation, or if such promissory note or written instrument is not so surrendered, an affidavit of lost note in form and substance satisfactory to the Company and the Lead Investor. At each Closing, the Company shall deliver to each Purchaser a certificate of the Chief Executive Officer of the Company certifying that the representations and warranties of the Company are true and correct in all respects as of such Closing and shall deliver a management rights letter to each Purchaser who requires such letter. On or prior to the Initial Closing, the Company shall provide to the Preferred Board Designee (as defined in the Investors’ Rights Agreement) an indemnification agreement in form and substance satisfactory to such Preferred Board Designee and shall provide to counsel to the Lead Investor copies of a non-disclosure, non-competition and non-solicitation agreement executed by each of the Founders (as defined in the Investors’ Rights Agreement) and all other employees in form and substance satisfactory to the Lead Investor.