Common use of Liquidity Event Clause in Contracts

Liquidity Event. (i) If there is a Liquidity Event before the termination of this instrument and before any Equity Financing, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii) automatically receive from the Company a number of shares of Common Securities equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option. In connection with this Section 1(b)(i), the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay the Investor and holders of other Crowd Safes (collectively, the “Cash-Out Investors”) in full, then all of the Company’s available funds will be distributed with equal priority and pro rata among the Cash-Out Investors in proportion to their Purchase Amounts. (ii) If there is a Liquidity Event after one or more Equity Financings have occurred but before the termination of this instrument in accordance with Section 1(d), the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (as described in the foregoing paragraph) or (ii) automatically receive from the Company a number of shares of the most recent issued Preferred Securities equal to the Purchase Amount divided by the First Financing Price, if the Investor fails to select the cash option. Shares of Preferred Securities granted in connection therewith shall have the same liquidation rights and preferences as the shares of Preferred Securities issued in connection with the Company’s most recent Equity Financing.

Liquidity Event. (i) If there is a Liquidity Event before the termination of this instrument and before any Equity Financing, the Investor will, at its option, either (i1) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii2) automatically receive from the Company a number of shares of Common Securities Stock equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option. In connection with this Section 1(b)(i), the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay the Investor and holders of other Crowd Safes (collectively, the “Cash-Out Investors”) in full, then all of the Company’s available funds will be distributed with equal priority and pro rata among the Cash-Out Investors in proportion to their Purchase Amounts. (ii) If there is a Liquidity Event after one or more Equity Financings have occurred but before the termination of this instrument in accordance with Section 1(d)instrument, the Investor will, at its option, either (i1) receive a cash payment equal to the Purchase Amount (as described in the foregoing paragraph) or (ii2) automatically receive from the Company a number of shares of the most recent issued Preferred Securities Stock equal to the Purchase Amount divided by the First Financing Price, if the Investor fails to select the cash option. Shares of Preferred Securities Stock granted in connection therewith shall have the same liquidation rights and preferences as the shares of Preferred Securities Stock issued in connection with the Company’s most recent Equity Financing.

Liquidity Event. (i) If there is a Liquidity Event before the termination of this instrument and before any Equity Financing, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii) automatically receive from the Company a number of shares of Common Securities equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option. In connection with this Section 1(b)(i), the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay the Investor and holders of other Crowd Safes (collectively, the “Cash-Out Investors”) in full, then all of the Company’s available funds will be distributed with equal priority and pro rata among the Cash-Out Investors in proportion to their Purchase Amounts. (ii) If there is a Liquidity Event before the termination of this instrument and after one or more Equity Financings have occurred but before the termination of this instrument in accordance with Section 1(d)occurred, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (as described in the foregoing paragraph) or (ii) automatically receive from the Company a number of shares of the most recent issued Preferred Securities equal to the Purchase Amount divided by the First Financing Price, if the Investor fails to select the cash option. Shares of Preferred Securities granted in connection therewith shall have the same liquidation rights and preferences as the shares of Preferred Securities issued in connection with the Company’s most recent Equity Financing.

Liquidity Event. (i) If there is a Liquidity Event before the termination of this instrument and before any Equity Financing, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii) automatically receive from the Company a number of shares of Common Securities Stock equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option. In connection with this Section 1(b)(i), the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay the Investor and holders of other Crowd Safes (collectively, the “Cash-Out Investors”) in full, then all of the Company’s available funds will be distributed with equal priority and pro rata among the Cash-Out Investors in proportion to their Purchase Amounts. (ii) If there is a Liquidity Event after one or more Equity Financings have occurred but before the termination of this instrument in accordance with Section 1(d)instrument, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (as described in the foregoing paragraph) or (ii) automatically receive from the Company a number of shares of the most recent issued Preferred Securities Stock equal to the Purchase Amount divided by the First Financing Price, if the Investor fails to select the cash option. Shares of Preferred Securities Stock granted in connection therewith shall have the same liquidation rights and preferences as the shares of Preferred Securities Stock issued in connection with the Company’s most recent Equity Financing.

Liquidity Event. (i) If there is a Liquidity Event before the termination of this instrument and before any Equity Financing, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii) automatically receive from the Company a number of shares of Common Securities Stock equal to the Purchase Amount divided by the Liquidity Conversion Price, if the Investor fails to select the cash option. In connection with this Section 1(b)(i), the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay the Investor and holders of other Crowd Safes (collectively, the “Cash-Out Investors”) in full, then all of the Company’s available funds will be distributed with equal priority and pro rata among the Cash-Out Investors in proportion to their Purchase Amounts. (ii) If there is a Liquidity Event after one or more Equity Financings have occurred but before the termination of this instrument in accordance with Section 1(d)instrument, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (as described in the foregoing paragraph) or (ii) automatically receive from the Company a number of shares of the most recent issued Preferred Securities Stock equal to the Purchase Amount divided by the First Financing Price, if the Investor fails to select the cash option. Shares of Preferred Securities Stock granted in connection therewith shall have the same liquidation rights and preferences as the shares of Preferred Securities Stock issued in connection with the Company’s most recent Equity Financing.

Liquidity Event. (i) If there is a Liquidity Event before the termination of this instrument and before any Equity Financing, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii) automatically receive from the Company a number of shares of its Class A Common Securities Stock equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option. In connection with this Section 1(b)(i), the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay the Investor and holders of other Crowd Safes (collectively, the “Cash-Out Investors”) in full, then all of the Company’s available funds will be distributed with equal priority and pro rata among the Cash-Out Investors in proportion to their Purchase Amounts. (ii) If there is a Liquidity Event after one or more Equity Financings have occurred but before the termination of this instrument in accordance with Section 1(d)instrument, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (as described in the foregoing paragraph) or (ii) automatically receive from the Company a number of shares of the most recent issued Preferred Securities Stock equal to the Purchase Amount divided by the First Financing Price, if the Investor fails to select the cash option. Shares of Preferred Securities Stock granted in connection therewith shall have the same liquidation rights and preferences as the shares of Preferred Securities Stock issued in connection with the Company’s most recent Equity Financing.

Liquidity Event. (i) If there is a Liquidity Event before the termination of this instrument and before any Equity Financing, the Investor Prime Trust will, at its option, elect to either (i1) receive a cash payment equal to the Purchase SAFE Amount (subject to the following paragraphsentence) or (ii2) automatically receive from the Company a number of shares of Common Securities Stock equal to the Purchase SAFE Amount divided by the Liquidity Price, if the Investor Prime Trust fails to select the cash option. In connection with this Section 1(b)(i1(b)(i)(1), the Purchase SAFE Amount will be due and payable by the Company to the Investor Prime Trust immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay the Investor and holders of other Crowd Safes Prime Trust (collectively, the “Cash-Out Investors”) in full, then all of the Company’s available funds will be distributed with equal priority and pro rata among the Cash-Out Investors in proportion to their Purchase SAFE Amounts. (ii) If there is a Liquidity Event after one or more Equity Financings have occurred but before the termination of this instrument in accordance with Section 1(d)instrument, the Investor Prime Trust will, at its option, either (i1) receive a cash payment equal to the Purchase SAFE Amount (as described in the foregoing paragraph) or (ii2) automatically receive from the Company a number of shares of the most recent issued Preferred Securities Stock equal to the Purchase SAFE Amount divided by the First Equity Financing Price, if the Investor Prime Trust fails to select the cash option. Shares of Preferred Securities Stock granted in connection therewith shall have the same liquidation rights and preferences as the shares of Preferred Securities Stock issued in connection with the Company’s most recent Equity Financing. If the Company’s board of directors determines in good faith that delivery of Capital Stock to Prime Trust pursuant to Section 1(b)(i)(2) or Section 1(b)(ii)(2) would violate applicable law, rule or regulation, then the Company shall deliver to Prime Trust in lieu thereof a cash payment equal to the fair market value of such Capital Stock, as determined in good faith by the Company’s board of directors.

Liquidity Event. (i) If there is a Liquidity Event (other than an IPO) before the termination of this instrument and before any Equity Financing, the Investor will, at its optionthe option of the Company, either (i) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii) automatically receive from the Company a number of shares of Common Securities Units equal to the Purchase Amount divided by the Liquidity Conversion Price, if the Investor Company fails to select the cash option. In connection with this Section 1(b)(i), the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay the Investor and holders of other Crowd Safes (collectively, the “Cash-Out Investors”) in full, then all of the Company’s funds available funds will be distributed with equal priority and pro rata among the Cash-Out Investors in proportion to their Purchase Amounts. (ii) If there is a Liquidity Event (other than an IPO) after one or more Equity Financings have occurred but before the termination of this instrument in accordance with Section 1(d)instrument, the Investor will, at its optionthe option of the Company, either (i) receive a cash payment equal to the Purchase Amount (as described in the foregoing paragraph) or (ii) automatically receive from the Company a number of shares of the most recent issued Preferred Securities Units equal to the Purchase Amount divided by the First Financing Price, if the Investor Company fails to select the cash option. Shares of Preferred Securities Any Units granted in connection therewith shall have the same liquidation rights and preferences as the shares of Preferred Securities Units issued in connection with the Company’s most recent Equity Financing. (iii) In the event of a Liquidity Event that is an IPO (for the avoidance of doubt, other than a Change of Control), Investor will, at the option of Investor, either (i) receive a cash payment equal to the Purchase Amount (as described in the foregoing paragraph) or automatically receive from the Company a number of the most recent issued Units equal to the Purchase Amount divided by the First Financing Price, if Investor fails to select the cash option. Any Units granted in connection therewith shall have the same liquidation rights and preferences as the Units issued in connection with the Company’s most recent Equity Financing.

Liquidity Event. (i) If there is a Liquidity Event before the termination of this instrument and before any Equity Financing, the Investor willmust select, at its option, within thirty (30) days of receiving notice (whether actual or constructive), either (i1) to receive a cash payment equal to the Purchase Amount (subject to the following paragraphor a lesser amount as described below) or (ii2) automatically to receive from the Company a number of shares of Common Securities Stock equal to the Purchase Amount (or a lesser amount as described below) divided by the Liquidity Price. (ii) If there is a Liquidity Event after one or more Equity Financings have occurred but before the termination of this instrument, the Investor must select, at its option, within thirty (30) days of receiving notice (whether actual or constructive), either (1) to receive a cash payment equal to the Purchase Amount (or a lesser amount as described below) or (2) to receive from the Company a number of shares of the most recent issued Capital Stock (whether Preferred Stock or another class issued by the Company) equal to the Purchase Amount divided by the Liquidity First Equity Financing Price, if . Shares of Capital Stock granted in connection therewith shall have the Investor fails to select same liquidation rights and preferences as the cash option. In shares of Capital Stock issued in connection with this Section 1(b)(i), the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity EventCompany’s most recent Equity Financing. If there are not enough funds to pay the Investor and holders of other Crowd Safes SAFEs (collectively, the “Cash-Cash- Out Investors”) in full, then all of the Company’s available funds will be distributed with equal priority and pro rata among the Cash-Out Investors in proportion to their Purchase Amounts. (ii) If there is a Liquidity Event after one or more Equity Financings have occurred but before the termination of . In connection with this instrument in accordance with Section 1(d1(b), the Purchase Amount (or a lesser amount as described below) will be due and payable by the Company to the Investor willimmediately prior to, at its optionor concurrent with, either (ithe consummation of the Liquidity Event. Not withstanding Sections 1(b)(i)(2) receive or 1(b)(ii)(2), if the Company’s board of directors determines in good faith that delivery of Capital Stock to the Investor pursuant to Section 1(b)(i)(2) or Section 1(b)(ii)(2) would violate applicable law, rule or regulation, then the Company shall deliver to Investor in lieu thereof, a cash payment equal to the Purchase Amount fair market value of such Capital Stock, as determined in good faith by the Company’s board of directors. If the Investor fails to (as described i) complete, execute and deliver any reasonable or necessary information and documentation requested by the Company or the Intermediary in order to effect the foregoing paragraph) conversion of this Crowd SAFE or (ii) automatically notify Company of its selection to receive from the Company a number of cash payment or shares of the most recent recently issued Preferred Securities equal to Capital Stock, as contemplated in this Section 1(b), within thirty (30) calendar days of receipt of notice (whether actual or constructive) from the Purchase Amount divided by the First Financing PriceCompany of such Liquidity Event, if then the Investor fails shall only be eligible to select receive the cash payment option. Shares , and the Company shall keep a record of Preferred Securities granted the cash payment contemplated in connection therewith Section 1(b) that the Investor is entitled to claim; provided, that any unclaimed cash payment amount shall have the same liquidation rights and preferences as the shares of Preferred Securities issued in connection with the Company’s most recent Equity Financingbe subject to applicable state escheatment laws.

Liquidity Event. (i) If there is a Liquidity Event before the termination of this instrument and before any Equity Financing, the Investor will, at its option, either (i1) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii2) automatically receive from the Company a number of shares of Common Securities Stock equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option. In connection with this Section 1(b)(i), the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay the Investor and holders of other Crowd Safes (collectively, the ““ Cash-Out Investors”) in full, then all of the Company’s available funds will be distributed with equal priority and pro rata among the Cash-Out Investors in proportion to their Purchase Amounts. (ii) If there is a Liquidity Event after one or more Equity Financings have occurred but before the termination of this instrument in accordance with Section 1(d)instrument, the Investor will, at its option, either (i1) receive a cash payment equal to the Purchase Amount (as described in the foregoing paragraph) or (ii2) automatically receive from the Company a number of shares of the most recent issued Preferred Securities Stock equal to the Purchase Amount divided by the First Financing Price, if the Investor fails to select the cash option. Shares of Preferred Securities Stock granted in connection therewith shall have the same liquidation rights and preferences as the shares of Preferred Securities Stock issued in connection with the Company’s most recent Equity Financing.

Liquidity Event. (i) If there is a Liquidity Event before the termination of this instrument and before any Equity Financing, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii) automatically receive from the Company a number of shares of Common Securities Stock equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option. In connection with this Section 1(b)(i), the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay the Investor and holders of other Crowd Safes (collectively, the “Cash-Cash- Out Investors”) in full, then all of the Company’s available funds will be distributed with equal priority and pro rata among the Cash-Out Investors in proportion to their Purchase Amounts. (ii) If there is a Liquidity Event after one or more Equity Financings have occurred but before the termination of this instrument in accordance with Section 1(d)instrument, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (as described in the foregoing paragraph) or (ii) automatically receive from the Company a number of shares of the most recent issued Preferred Securities Stock equal to the Purchase Amount divided by the First Financing Price, if the Investor fails to select the cash option. Shares of Preferred Securities Stock granted in connection therewith shall have the same liquidation rights and preferences as the shares of Preferred Securities Stock issued in connection with the Company’s most recent Equity Financing.