Common use of Liquidation Priority Clause in Contracts

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Equity Interests. The Investor’s right to receive its Purchase Amount or Cash-Out 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 Equity Securities); (ii) On par with payments for other Safes and/or Preferred Equity Interests, and if the applicable proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Equity Interests, the applicable proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Equity Interests in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common Equity Interests. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Equity Interests and other Safes and/or Preferred Equity Interests who are also receiving Conversion Amounts, proceeds or similar payments on a similar as-converted to Common Equity Interests 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).

Liquidation Priority. In a Liquidity Event Change of Control in which the Investor does not elect to convert this Safe into Series B Preferred Shares or a Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Equity Interestspreferred shares. The Investor’s right to receive its Purchase Amount or Cash-Out Amount Amount, subject to the distribution provisions set forth in the Company’s Operating Agreement, 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 Equity SecuritiesCapital Shares); (ii) On par with payments for other Safes and/or Preferred Equity Interestspreferred shares, and if the applicable proceeds Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Equity Interestspreferred shares, the applicable proceeds Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Equity Interests preferred shares in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common Equity InterestsShares. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Equity Interests Shares and other Safes and/or Preferred Equity Interests preferred shares who are also receiving Conversion Amounts, proceeds Amounts or similar payments Proceeds on a similar as-converted to Common Equity Interests 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).

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe SAFE is intended to operate like standard non-participating Preferred Equity InterestsStock. The Investorholder of this SAFE’s right to receive its Purchase Amount or Cash-Cash- Out 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 Equity SecuritiesCapital Stock); (ii) On par with payments for other Safes SAFEs, whether this Series or otherwise, and/or Preferred Equity InterestsStock, and if the applicable proceeds Proceeds are insufficient to permit full payments to the Investor and such other Safes SAFEs and/or Preferred Equity InterestsStock, the applicable proceeds Proceeds will be distributed pro rata to the Investor and such other Safes SAFEs and/or Preferred Equity Interests Stock in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common Equity InterestsStock. The Investorholder of this SAFE’s right rights to receive its their Conversion Amount is (A) on par with payments for Common Equity Interests Stock and other Safes SAFEs and/or Preferred Equity Interests Stock who are also receiving Conversion Amounts, proceeds Amounts or similar payments Proceeds on a similar as-converted to Common Equity Interests Stock 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).

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Equity Interests. The the Investor’s right to receive its Purchase Amount or Cash-Out 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 Equity SecuritiesMembership Interests); (ii) On par with payments for other Safes and/or Preferred Equity Interestspreferred Membership Interests of the Company that have a liquidation preference over common Membership Interests (or the Company’s equivalent class of equity securities), and if the applicable proceeds Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Equity preferred Membership Interests, the applicable proceeds Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Equity preferred Membership Interests in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common Equity Interestscommon Membership Interests (or the Company’s equivalent class of equity securities). The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Equity common Membership Interests and other Safes and/or Preferred Equity preferred Membership Interests who are also receiving Conversion Amounts, proceeds Amounts or similar payments Proceeds on a similar as-converted to Common Equity Interests common Membership Interest 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).

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Equity InterestsShares. The Investor’s right to receive its Purchase Amount or Cash-Out 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 Equity SecuritiesCapital Shares);; FORM - DO NOT COPY (ii) On par with payments for other Safes and/or Preferred Equity InterestsShares, and if the applicable proceeds Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Equity InterestsShares, the applicable proceeds Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Equity Interests Shares in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common Equity InterestsShares. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Equity Interests Shares and other Safes and/or Preferred Equity Interests Shares who are also receiving Conversion Amounts, proceeds Amounts or similar payments Proceeds on a similar as-converted to Common Equity Interests 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).