If the business is a corporation, «
at least 51 percent of each class of voting stock and 51 percent of the
aggregate of all outstanding
shares of stock must be unconditionally owned by an individual (s) determined by SBA to be socially and economically disadvantaged,» stated the Small Business Administration.
Conversion Rights — All convertible preferred stock will be automatically converted into common stock upon (i) the closing of an underwritten public offering of
shares of common stock of the Company
at a public offering price per
share that provides
at least $ 100 million in
aggregate gross proceeds or (ii) approval of
at least (a) holders of 66 % of the Series A convertible preferred stock, voting as a single class on an as - converted basis; (b) holders of a majority of the Series B convertible preferred stock, voting as a single class on an as - converted basis; (c) holders of a majority of the Series D convertible preferred stock, voting as a single class on an as - converted basis; and (d) the holders of
at least a majority of the then outstanding
shares of convertible preferred stock (voting together as a single class and not a separate series, and on an as - converted basis).
Conversion of preferred stock occurs automatically and immediately upon the earlier to occur of the closing of a firm commitment underwritten public offering pursuant to an effective registration statement filed covering the offer and sale of common stock in which (i) the
aggregate public offering price equals or exceeds $ 25 million, (ii) with respect to the Series F convertible preferred stock only, the public offer price per
share of which is not less than one times the original issue price of the Series F convertible preferred stock, (iii) with respect to the Series E convertible preferred stock only, the public offer price per
share of which is not less than one times the original issue price of the Series E convertible preferred stock and (iv) with respect to the Series D convertible preferred stock only, the initial public offering price per
share of which is not less than two times the original price of preferred stock, or the date specified by holders of
at least 60 % of the then outstanding Series B convertible preferred stock, Series C convertible preferred stock, Series D convertible preferred stock, Series E convertible preferred stock, Series F convertible preferred stock and Series G convertible preferred stock, provided however, that in the event that the holders of
at least 65 % of the then outstanding
shares of holders Series G convertible preferred stock,
at least a majority of the then outstanding
shares of Series F convertible preferred stock or
at least of 65 % of the then outstanding
share of Series E convertible preferred stock do not consent or agree to the conversion, conversion shall not be effective to any
shares of the relevant series of Series G convertible preferred stock, Series F convertible preferred stock or Series E convertible preferred stock for which the approval threshold was not achieved.