Common use of Conversion of Convertible Securities Clause in Contracts

Conversion of Convertible Securities. (a) By executing and delivering this Agreement, each Purchaser that is the holder of a Convertible Note listed on Exhibit A hereto (each, a “Noteholder”) hereby irrevocably acknowledges and agrees that: (1) such Noteholder’s Convertible Note(s) shall automatically and without any further action on the part of the Noteholder convert into shares of the Series Seed-1 Preferred Stock at the Initial Closing in the respective amount(s) for such Noteholder as set forth opposite such Noteholder’s name on Exhibit A, regardless of whether any such Convertible Note(s) or an affidavit of loss therefor is actually delivered in original or other form to the Company; (2) the shares of the Series Seed-1 Preferred Stock in the amount set forth opposite such Noteholder’s name on Exhibit A are issued in full and complete discharge and satisfaction and accord of all obligations of the Company (including the applicable outstanding principal, accrued interest or any other amounts) under each Convertible Note held by such Noteholder, and each such Convertible Note is hereby terminated, cancelled, released, extinguished and of no further force or effect automatically at and upon the Initial Closing; (3) the Common Stock warrant issued to each Noteholder shall be exercisable for the number of shares of Common Stock set forth on Exhibit A; and (4) the Convertible Note(s) are and will be deemed for all purposes to have been amended and modified by virtue hereof to the full extent necessary to permit and facilitate the conversion of the Convertible Note(s) into shares of the Series Seed-1 Preferred Stock issued by the Company pursuant to this Agreement at a purchase price of $0.3411 per Share and, upon the Initial Closing, the Convertible Note(s), and all side letters and other agreements entered into in connection therewith, shall be deemed terminated in full and null, void and of no further force or effect; provided that the foregoing will not impair the right of such Noteholder to receive the number of shares of the Series Seed-1 Preferred Stock set forth opposite such Noteholder’s name on Exhibit A. (b) Each Noteholder hereby represents, warrants and confirms to the Company that (i) such Noteholder has not transferred, pledged or otherwise disposed of, or encumbered any interest or claims relating to the Convertible Note(s) to any other Person and that such Noteholder is the sole owner of all right, title and interest in and to the Convertible Note(s) set forth opposite such Noteholder’s name on Exhibit A and converting into the shares of the Series Seed-1 Preferred Stock set forth on Exhibit A; and (ii) such Noteholder has reviewed Exhibit A and agrees that such Noteholder’s ownership of shares of the Series Seed Preferred Stock, after giving effect to the Initial Closing, is fully and accurately reflected on Exhibit A. (c) Aside from each Noteholder’s right to receive the shares of the Series Seed-1 Preferred Stock forth opposite such Noteholder’s name on Exhibit A at the Initial Closing and to receive the rights provided for in this Agreement, each Noteholder hereby waives any and all demands, claims, suits, actions, causes of actions, proceedings, assessments and rights in respect of each of the Convertible Note(s), including, without limitation, (i) any principal or interest payments accrued after July 15, 2025 in excess of the amounts to be converted into shares of the Series Seed-1 Preferred Stock as provided on Exhibit A, (ii) any right to formal notice of the conversion of the Convertible Note(s), and (iii) any rights arising from any past or present actual or alleged default or event of default under the Convertible Note(s), including, without limitation, any such rights or defaults related to the failure by the Company to take any action on the maturity date set forth in the Notes. The Noteholders further confirm and agree that any original Convertible Note(s) held by, or delivered to, the Company may be cancelled (and marked cancelled) by the Company upon or following the Initial Closing. (d) Each Noteholder hereby irrevocably waives any and all pre-emptive rights to participate in the issuance and sale of the Shares contemplated by this Agreement, other than each such Noteholder’s conversion of the Convertible Note(s) in accordance with the term hereof and thereof.

Conversion of Convertible Securities. (a) By executing and delivering this Agreement, each Purchaser that is The Company previously issued convertible securities in the holder form of a Convertible Note listed on Exhibit A hereto SAFEs (each, a “NoteholderConvertible Security” and collectively, the “Convertible Securities”) to the SAFE Holders. Notwithstanding any provision contained in the Convertible Securities and subject to the terms and conditions set forth in this Agreement, each SAFE Holder hereby irrevocably acknowledges and agrees that: that (1i) at the First Closing, all issued and outstanding Convertible Securities held by such Noteholder’s Convertible Note(s) shall automatically and without any further action on the part of the Noteholder SAFE Holder will convert into shares that number of the Series Seed-1 Preferred Stock Shares and at the Initial Closing in the respective amount(s) for such Noteholder price per share as set forth opposite such NoteholderSAFE Holder’s name on Exhibit ASchedule 1, regardless of whether any (ii) other than such Convertible Note(s) or an affidavit of loss therefor is actually delivered in original or other form to the Company; (2) the shares of the Series Seed-1 Preferred Stock in the amount Shares set forth opposite such NoteholderSAFE Holder’s name on Exhibit A are issued in full and complete discharge and satisfaction and accord of all obligations Schedule 1, such SAFE Holder hereby waives any rights under such Convertible Securities to receive or purchase any other securities of the Company (including the applicable outstanding principal, accrued interest or any other amounts) under each Convertible Note held by such Noteholder, and each such Convertible Note is hereby terminated, cancelled, released, extinguished and of no further force or effect automatically at and upon the Initial Closing; (3) the Common Stock warrant issued to each Noteholder shall be exercisable for the number of shares of Common Stock set forth on Exhibit A; and (4) the Convertible Note(s) are and will be deemed for all purposes to have been amended and modified by virtue hereof to the full extent necessary to permit and facilitate in connection with the conversion of such Convertible Securities, (iii) upon such conversion at the Convertible Note(s) into shares consummation of the Series Seed-1 Preferred Stock issued by the Company pursuant to this Agreement at a purchase price of $0.3411 per Share and, upon the Initial First Closing, the Company will be forever released from any and all of its obligations and liabilities under the applicable Convertible Note(s)Security, (iv) such Convertible Securities shall be, effective upon the First Closing, terminated, cancelled and deemed satisfied in full without any further action by such SAFE Holder, (v) no fractional shares shall be issued upon conversion of any Convertible Security and the right to receive cash in lieu of any fractional share shall be waived, and all side letters and other agreements entered into (vi) each SAFE Holder hereby waives in connection therewith, shall be deemed terminated in full and null, void and of no further force or effect; provided that with such conversion any notices required by the foregoing will not impair the right terms of such Noteholder Convertible Securities. Such SAFE Holder hereby represents and warrants that such SAFE Holder has good and marketable title to receive the number of shares of the Series Seed-1 Preferred Stock set forth opposite such Noteholder’s name on Exhibit A. (b) Each Noteholder hereby representsConvertible Securities, warrants and confirms to the Company that (i) such Noteholder has not transferred, pledged or otherwise disposed of, or encumbered of any interest or claims relating to in the Convertible Note(s) to any other Person and that such Noteholder is the sole owner Securities (whether arising by contract, by operation of all right, title and interest in and to the Convertible Note(s) set forth opposite such Noteholder’s name on Exhibit A and converting into the shares of the Series Seed-1 Preferred Stock set forth on Exhibit A; and (ii) such Noteholder has reviewed Exhibit A and agrees that such Noteholder’s ownership of shares of the Series Seed Preferred Stock, after giving effect to the Initial Closing, is fully and accurately reflected on Exhibit A. (c) Aside from each Noteholder’s right to receive the shares of the Series Seed-1 Preferred Stock forth opposite such Noteholder’s name on Exhibit A at the Initial Closing and to receive the rights provided for in this Agreement, each Noteholder hereby waives any and all demands, claims, suits, actions, causes of actions, proceedings, assessments and rights in respect of each of the Convertible Note(slaw or otherwise), including, without limitation, (i) any principal or interest payments accrued after July 15, 2025 in excess of the amounts to be converted into shares of the Series Seed-1 Preferred Stock as provided on Exhibit A, (ii) any right to formal notice of the conversion of the Convertible Note(s), and (iii) any rights arising from any past or present actual or alleged default or event of default under the Convertible Note(s), including, without limitation, any such rights or defaults related to the failure by the Company to take any action on the maturity date set forth in the Notes. The Noteholders further confirm and agree that any original Convertible Note(s) held by, or delivered to, the Company may be cancelled (and marked cancelled) by the Company upon or following the Initial Closing. (d) Each Noteholder hereby irrevocably waives any and all pre-emptive rights to participate in the issuance and sale of the Shares contemplated by this Agreement, other than each such Noteholder’s conversion of the Convertible Note(s) in accordance with the term hereof and thereof.