Common use of Liquidation Priority Clause in Contracts

Liquidation Priority. In a Liquidity Event or Dissolution Event, this CAFE is intended to operate like standard non-participating, junior Preferred Stock. The Investor’s right to receive its Conversion Amount is: (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 Capital Stock); (ii) Junior to payment of any outstanding senior series of Preferred Stock of the Company or any Converting Securities with similar senior liquidation preferences; (iii) On par with payments for other SAFEs and/or Preferred Stock who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock basis, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other SAFEs and/or Preferred Stock, the applicable Proceeds will be distributed pro rata to the Investor and such other SAFEs and/or Preferred Stock in proportion to the full payments that would otherwise be due; and (iv) Senior to payments for Common Stock.

Liquidation Priority. In a Liquidity Event or Dissolution Event, this CAFE is intended to operate like standard non-participating, junior Preferred Stock. The Investor’s right to receive its Conversion Amount is: (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 Capital Stock); (ii) ; Junior to payment of any outstanding senior series of Preferred Stock of the Company or any Converting Securities with similar senior liquidation preferences; (iii) ; On par with payments for other SAFEs and/or Preferred Stock who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock basis, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other SAFEs and/or Preferred Stock, the applicable Proceeds will be distributed pro rata to the Investor and such other SAFEs and/or Preferred Stock in proportion to the full payments that would otherwise be due; and (iv) and Senior to payments for Common Stock.

Liquidation Priority. In a Liquidity Event or Dissolution Event, this CAFE Rolling SAFE is intended to operate like standard non-non- participating, junior Preferred Stock. The Investor’s right to receive its Conversion Amount is: (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 Capital Stock); (ii) Junior to payment of any outstanding senior series of Preferred Stock of the Company or any Converting Securities with similar senior liquidation preferences; (iii) On par with payments for other SAFEs and/or Preferred Stock who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock basis, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other SAFEs and/or Preferred Stock, the applicable Proceeds will be distributed pro rata to the Investor and such other SAFEs and/or Preferred Stock in proportion to the full payments that would otherwise be due; and (iv) Senior to payments for Common Stock.

Liquidation Priority. In a Liquidity Event or Dissolution Event, this CAFE is intended to operate like standard non-participating, junior Preferred Stock. The Investor’s right to receive its Conversion Amount is: (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 Capital Stock); (ii) Junior to payment of any outstanding senior series of Preferred Stock of the Company or any Converting Securities with similar senior liquidation preferences; (iii) On par with payments for other CAFEs, SAFEs and/or Preferred Stock who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock basis, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other CAFEs, SAFEs and/or Preferred Stock, the applicable Proceeds will be distributed pro rata to the Investor and such other holders of CAFEs, SAFEs and/or Preferred Stock in proportion to the full payments that would otherwise be due; and (iv) Senior to payments for Common Stock.