Extract to table

A provision that upon the issuance of shares at a price below the Series D original issue price (a "down round"), the Series D conversion price shall be adjusted downward to the price per share at which such new shares were issued, without regard to the number of shares involved

The affirmative vote of a majority of the outstanding shares of such class or series is required to approve the amendment, unless the certificate of incorporation specifies a greater voting threshold

We recommend specifying clearly in the A&R Charter that all accrued and unpaid cumulative dividends shall be added to and form part of the liquidation preference amount payable upon a Liquidation Event (including deemed liquidation events)

DGCL Section 160 and Section 151 — Redemption Rights Section 151(b) of the DGCL expressly permits shares of stock to be made redeemable at the option of the holder or the corporation, or both, at such price or prices, or at such rate or rates, and with such adjustments, as shall be stated in the certificate of incorporation or in the resolution providing for the issuance of such shares

5x preference: $90,000,000 + $24,000,000 = $114,000,000 These are significant obligations that must be carefully considered in structuring the redemption right

Practical Considerations The 15% deviation threshold must be clearly defined to avoid ambiguity and potential disputes over whether the threshold has been triggered