THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF MAY 7, 2020 (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “UBER SUBORDINATION AGREEMENT”), BY AND AMONG UBER TECHNOLOGIES, INC. AS THE SENIOR LENDER, THE OTHER CREDITORS PARTY THERETO AS THE SUBORDINATED LENDERS AND NEUTRON HOLDINGS, INC.
THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF MAY 7, 2020 (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “BMO SUBORDINATION AGREEMENT”), BY AND AMONG THE BANK OF MONTREAL AS THE SENIOR LENDER, THE OTHER CREDITORS PARTY THERETO AS THE SUBORDINATED LENDERS AND NEUTRON HOLDINGS, INC.
NOTE AND WARRANT PURCHASE AGREEMENT
THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of May 7, 2020, by and among Neutron Holdings, Inc., a Delaware corporation (the “Company”), and the lenders (each individually a “Lender,” and collectively the “Lenders”) named on the Schedule of Lenders attached hereto (the “Schedule of Lenders”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
WHEREAS, each Lender intends to provide certain Consideration to the Company as described for each Lender on the Schedule of Lenders;
WHEREAS, the parties wish to provide for the sale and issuance of such Notes and Warrants in return for the provision by the Lenders of the Consideration to the Company; and
WHEREAS, the parties intend for the Company to issue in return for the Consideration one or more Notes and Warrants to purchase shares of the Company’s Equity Securities.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Definitions.
(a) “Consideration” shall mean the amount of money paid by each Lender pursuant to this Agreement as shown on the Schedule of Lenders.
(b) “Conversion Shares” shall, for purposes of determining the type of Equity Securities issuable upon conversion of the Notes, mean:
(i) if the Notes are converted to equity pursuant to Section 2.2(a) below, Series 2 Preferred Stock of the Company; and
(ii) if the Notes are converted to equity pursuant to Section 2.2(b) below, shares of Common Stock.
(c) “Conversion Price” shall mean the quotient of (1) the Valuation Cap divided by (2) the fully-diluted capitalization of the Company as of 90 days following the initial Closing (assuming conversion, exercise, and exchange of all convertible, exercisable, and exchangeable capital stock of the
Company, including shares available for issuance under any equity incentive or similar plan and the shares to be issued upon conversion of the Notes) (the “Fully Diluted Capitalization”).
(d) “Corporate Transaction” shall mean any transaction defined as a “Deemed Liquidation Event” in the Company’s current Ninth Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware.
(e) “Equity Securities” shall mean the Company’s Common Stock or Preferred Stock or any securities conferring the right to purchase the Company’s Common Stock or Preferred Stock or securities convertible into, or exchangeable for (with or without additional consideration), the Company’s Common Stock or Preferred Stock, except any security granted, issued and/or sold by the Company to any director, officer, employee or consultant of the Company in such capacity for the primary purpose of soliciting or retaining their services.
(f) “Initial Public Offering” or “IPO” shall mean the closing of the issuance and sale of shares of Equity Securities of the Company in the Company’s first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”).
(g) “Majority Note Holders” shall mean the holders of a majority in interest of the aggregate principal amount of Notes.
(h) “Maturity Date” shall be as set forth in each Note (as defined below).
(i) “Notes” shall mean the one or more promissory notes issued to each Lender pursuant to Section 2.1 below, the form of which is attached hereto as Exhibit A.
(j) “Uber” will mean Uber Technologies, Inc.
(k) “Valuation Cap” means the sum of (1) $340,000,000 plus (2) the aggregate Consideration under this Agreement plus (3) the aggregate amount paid by Uber pursuant to that certain Note Purchase Agreement, by and between the Company and Uber, dated as of the date hereof.
(l) “Warrants” shall mean one or more warrants issued pursuant to Section 3 below.
(m) “Warrant Coverage Amount” shall mean, with respect to any particular Warrant issued to a Lender, ten percent (10%) of the principal amount of the Note issued to such Lender in conjunction with such Warrant, such principal amount not to exceed such Lender’s Note Allocation (as defined in the exchange agreement in the form attached hereto as Exhibit C (the “Exchange Agreement”)).
(n) “Warrant Exercise Price” shall mean $0.01 per share.
2. Amount and Terms of the Notes.
2.1 Issuance of Secured Notes. In return for the Consideration paid by each Lender, the Company shall sell and issue to such Lender one or more secured Notes. Each Note shall have a principal balance equal to that portion of the Consideration paid by such Lender for the Note, as set forth in the Schedule of Lenders. Each Note shall be convertible into Conversion Shares pursuant to Section 2.2 below and shall be secured by the assets of the Company as described in such Notes and any related security agreement.
2.2 Right to Convert Notes.
(a) Optional Conversion. The principal of any Note (the “Conversion Balance”), may be converted, at the option of the holder thereof, into Conversion Shares. The number of Conversion Shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Conversion Balance on a Note to be converted on the date of conversion by the Conversion Price. Accrued interest on any Note (the “Interest Balance”) may be converted into shares of Common Stock or paid in cash, at the option of the Company. If the Company elects to convert all or any portion of the Interest Balance into shares of Common Stock, the number of shares of Common Stock to be issued upon such conversion shall be equal to the quotient obtained by dividing the portion of the Interest Balance converted by the fair market value of a share of Common Stock on the date of conversion, as determined in good faith by the Board of Directors of the Company.
(b) Corporate Transaction or IPO. In the event of a Corporate Transaction or Initial Public Offering prior to full payment of a Note or prior to the time when a Note may be converted (as provided herein), all outstanding principal and unpaid accrued interest due on such Note shall, at Lender’s election, be (i) due and payable in full prior to the closing of the Corporate Transaction or Initial Public Offering or (ii) be converted into Conversion Shares at the Conversion Price.
(c) No Fractional Shares. Upon the conversion of a Note into Conversion Shares, in lieu of any fractional shares to which the holder of the Note would otherwise be entitled, the Company shall pay the Note holder cash equal to such fraction multiplied by the Conversion Price.
(d) Mechanics of Conversion. Before any Note holder shall be entitled to convert the same into Conversion Shares, such holder shall give written notice to the Company of the election to convert such Notes into Conversion Shares. The Company shall not be required to issue or deliver the Conversion Shares until the Note holder has surrendered the Note to the Company. Such conversion may be made contingent upon the closing of the Initial Public Offering or Corporate Transaction.
3. Warrants. Upon the Closing (as defined in Section 4.1 below), and in return for the Company’s receipt of the principal amount of the Notes, certain Lenders shall receive a warrant to purchase shares of the Company’s Common Stock in the form attached hereto as Exhibit B (the “Warrant”). Lenders will receive a Warrant only if (a) such Lender is an existing stockholder of the Company, (b) the Closing of the Lenders’ Note occurs within 20 business days of the initial Closing. Each Warrant shall be exercisable for that number of shares (the “Warrant Shares”) of Common Stock determined by dividing (i) the Warrant Coverage Amount by (ii) the Valuation Cap divided by the Fully Diluted Capitalization. The exercise price for the Warrant Shares purchasable upon exercise of the Warrants shall be equal to the Warrant Exercise Price.
4. Closing Mechanics.
4.1 Closing. The initial closing (the “Closing”) of the purchase of the Notes and issuance of the Warrants in return for the Consideration paid by each Lender shall take place remotely via the exchange of signatures on the date hereof, or at such other time and place as the Company and Lenders purchasing a majority in interest of the aggregate principal amount of the Notes to be sold at the Closing agree upon orally or in writing. At the Closing, each Lender shall deliver the Consideration to the Company and the Company shall deliver to each Lender one or more executed Notes and Warrants in return for the respective Consideration provided to the Company.
4.2 Subsequent Closings. In any subsequent closing (each a “Subsequent Closing”), the Company may sell additional Notes and Warrants subject to the terms of this Agreement to any Lender as it shall select, provided that (a) such sale shall not take place later than 90 days after the initial Closing, (b) the aggregate amount of Consideration does not exceed $85,000,000. Any subsequent purchasers of Notes and Warrants shall become a party to, and shall be entitled to receive Notes and Warrants in accordance with this Agreement. Each Subsequent Closing shall take place at such locations and at such times as shall be mutually agreed upon orally or in writing by the Company and such purchasers of additional Notes and Warrants.
4.3 Exchange. In the event an existing holder of shares of Common Stock of the Company issued upon conversion of shares of preferred stock of the Company (a “Existing Preferred Holder”) purchases a Note, such Existing Preferred Holder may enter into an agreement with the Company exchanging certain shares of the Existing Preferred Holder’s Common Stock of the Company for shares of Series 1 Stock of the Company (as defined in the Ninth Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware), on the terms set forth in the Exchange Agreement.
5. Representations and Warranties of the Company. In connection with the transactions provided for herein, the Company hereby represents and warrants to the Lenders that:
5.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
5.2 Authorization. Except for the authorization and issuance of the shares issuable in connection with any Corporate Transaction or Initial Public Offering, all corporate action has been taken on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the Notes and the Warrants. Except as may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights, the Company has taken all corporate action required to make all of the obligations of the Company reflected in the provisions of this Agreement, the Notes and the Warrants, the valid and enforceable obligations they purport to be. Except as otherwise indicated in this Section 5.2, the issuance of the Notes, or their subsequent conversion into Conversion Shares, will not be subject to the preemptive rights of any stockholder of the Company. The Company has authorized sufficient shares of Series 3 Preferred Stock, Series 2 Preferred Stock, and Common Stock to allow for conversion of the Notes and exercise of the Warrants as described in Section 2.2 and Section 3.
5.3 Compliance with Other Instruments. Neither the authorization, execution and delivery of this Agreement, nor the issuance and delivery of the Notes and the Warrants will constitute or result in a material default or violation of any law or regulation applicable to the Company or any material term or provision of the Company’s current Certificate of Incorporation or bylaws or any material agreement or instrument by which it is bound or to which its properties or assets are subject.
5.4 Valid Issuance of Common Stock and Preferred Stock. The Warrant Shares to be issued, sold and delivered in accordance with the terms of the Warrants will be duly authorized and validly issued, fully paid and nonassessable and, based in part upon the representations and warranties of the Lenders in this Agreement, will be issued in compliance with all applicable federal and state securities
laws. The Conversion Shares to be issued, sold and delivered upon conversion of the Notes will be duly and validly issued, fully paid and nonassessable and, based in part upon the representations and warranties of the Lenders in this Agreement, will be issued in compliance with all applicable federal and state securities laws.
5.5 Reliance on other Representations and Warranties. The Lenders will be entitled to rely on the representations and warranties made to Uber pursuant to that certain Note Purchase Agreement by and between the Company and Uber dated on or around the date hereof (the “Uber NPA”) as if the Lenders were a party to such agreement, provided however, that any such reliance is limited solely to the representations and warranties made in Section 4 of the Uber NPA, and no other portion of the Uber NPA, and waiver of breach of such representations and warranties by Uber will be effective and binding as a waiver by all parties, including the Lenders.
6. Representations and Warranties of the Lenders. In connection with the transactions provided for herein, each Lender hereby represents and warrants to the Company that:
6.1 Authorization. This Agreement constitutes such Lender’s valid and legally binding obligation, enforceable in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Each Lender represents that it has full power and authority to enter into this Agreement.
6.2 Purchase Entirely for Own Account. Each Lender acknowledges that this Agreement is made with Lender in reliance upon such Lender’s representation to the Company that the Notes, the Warrants, the Conversion Shares, and any Common Stock issuable upon conversion of the Conversion Shares (collectively, the “Securities”) will be acquired for investment for Lender’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, each Lender further represents that such Lender does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities.
6.3 Disclosure of Information. Each Lender acknowledges that it has received all the information it considers necessary or appropriate for deciding whether to acquire the Securities. Each Lender further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities.
6.4 Investment Experience. Each Lender is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities. If other than an individual, each Lender also represents it has not been organized solely for the purpose of acquiring the Securities.
6.5 Accredited Investor. Each Lender is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission (the “SEC”), as presently in effect.
6.6 Restricted Securities. Each Lender understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being
acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. Each Lender represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.
6.7 Further Limitations on Disposition. Without in any way limiting the representations and warranties set forth above, each Lender further agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 6, Section 9.11 and:
(a) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or
(b) (i) Lender has notified the Company of the proposed disposition and has furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, Lender shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in extraordinary circumstances.
6.8 Legends. It is understood that the Securities may bear the following legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.”
“THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF MAY 7, 2020 (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”), BY AND AMONG UBER TECHNOLOGIES, INC. AS THE SENIOR LENDER, THE OTHER CREDITORS PARTY THERETO AS THE SUBORDINATED LENDERS AND NEUTRON HOLDINGS, INC.”
“THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF MAY 7, 2020 (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”), BY AND AMONG THE BANK OF MONTREAL AS THE SENIOR LENDER, THE OTHER CREDITORS PARTY THERETO AS THE SUBORDINATED LENDERS AND NEUTRON HOLDINGS, INC.”
7. State Commissioners of Corporations.
7.1 California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
8. Defaults and Remedies.
8.1 Events of Default. The following events shall be considered “Events of Default” with respect to each Note:
(a) The Company shall default in the payment of any part of the principal or unpaid accrued interest on the Note for more than thirty (30) days after the Maturity Date or at a date fixed by acceleration or otherwise;
(b) The Company shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition for bankruptcy, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting the material allegations of a petition filed against the Company in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Company, or of all or any substantial part of the properties of the Company, or the Company or its respective directors or majority stockholders shall take any action looking to the dissolution or liquidation of the Company;
(c) Within thirty (30) days after the commencement of any proceeding against the Company seeking any bankruptcy reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or within thirty (30) days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company, such appointment shall not have been vacated;
(d) Any default or defined event of default that has not otherwise been cured or forgiven shall occur under any agreement to which the Company or any of its subsidiaries is a party that evidences indebtedness of $ 10,000,000 or more; or
(e) The Company shall fail to observe or perform any other obligation to be observed or performed by it under this Agreement, the Notes, the Warrants or the Security Agreement within 30 days after written notice from the Majority Note Holders to perform or observe the obligation.
8.2 Remedies. Upon the occurrence of an Event of Default under Section 8.1 hereof, at the option and upon the declaration of the holder of a Note, the entire unpaid principal and accrued and unpaid interest on such Note shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and such holder may, immediately and
without expiration of any period of grace, enforce payment of all amounts due and owing under such Note and exercise any and all other remedies granted to it at law, in equity or otherwise.
9. Miscellaneous.
9.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, provided, however, that the Company may not assign its obligations under this Agreement without the written consent of the Majority Note Holders. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
9.2 Governing Law. This Agreement, the Notes and the Warrants shall be governed by and construed under the laws of the State of California as applied to agreements among California residents, made and to be performed entirely within the State of California.
9.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
9.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
9.5 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not so confirmed, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 9.5):
If to the Company:
Neutron Holdings, Inc.
85 2nd Street
San Francisco, CA 94105
Attention: Legal Department
If to Lenders:
At the respective addresses shown on the signature pages hereto.
9.6 Finder’s Fee. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. Lender agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which Lender or any of its officers, partners, employees or representatives is responsible. The Company agrees to indemnify and hold harmless Lender from any liability for any commission or compensation in the nature
of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.
9.7 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. The Company shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement.
9.8 Entire Agreement; Amendments and Waivers. This Agreement and the Notes and the Warrants and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. The Company’s agreements with each of the Lenders are separate agreements, and the sales of the Notes and the Warrants to each of the Lenders are separate sales. Nonetheless, any term of this Agreement, the Notes or the Warrants may be amended and the observance of any term of this Agreement, the Notes or the Warrants may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Majority Note Holders, provided however, that any change to the terms of conversion of the Notes (including without limitation, the definitions of Conversion Price or Valuation Cap) will also require the consent of Uber. Any waiver or amendment effected in accordance with this Section shall be binding upon each party to this Agreement and any holder of any Note or Warrant purchased under this Agreement at the time outstanding and each future holder of all such Notes or Warrants.
9.9 Effect of Amendment or Waiver. Each Lender acknowledges that by the operation of Section 9.8 hereof, the Majority Note Holders will have the right and power to diminish or eliminate all rights of such Lender under this Agreement and each Note and Warrant issued to such Lender.
9.10 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
9.11 “Market Stand-Off” Agreement. Each Lender hereby agrees that it will be bound by Section 2.11 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company, the Lenders, and certain other investors, dated on or around the date hereof, as amended from time-to-time (the “Investors’ Rights Agreement”), and agrees that a legend reading substantially as set forth in Section 2.12(b) of the Investors Rights Agreement will be placed on all certificates representing all Conversion Shares of each Lender.
9.12 Stock Purchase Agreement. Each Lender understands and agrees that the conversion of the Notes into and exercise of the Warrants for Conversion Shares may require such Lender’s execution of certain agreements (in form reasonably agreeable to the Lender) relating to the purchase and sale of such securities.
9.13 Exculpation Among Lenders. Each Lender acknowledges that it is not relying upon any person, firm, corporation or stockholder, other than the Company and its officers and directors in their capacities as such, in making its investment or decision to invest in the Company. Each Lender agrees that no other Lender nor the respective controlling persons, officers, directors, partners, agents,
stockholders or employees of any other Lender shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase and sale of the Securities.
9.14 Acknowledgement. In order to avoid doubt, it is acknowledged that each Lender shall be entitled to the benefit of all adjustments in the number of shares of Common Stock of the Company issuable upon conversion of the Preferred Stock of the Company or as a result of any splits, recapitalizations, combinations or other similar transaction affecting the Common Stock or Preferred Stock underlying the Conversion Shares that occur prior to the conversion of the Notes or exercise of the Warrants.
9.15 Further Assurance. From time to time, the Company shall execute and deliver to the Lenders such additional documents and shall provide such additional information to the Lenders as any Lender may reasonably require to carry out the terms of this Agreement and the Notes and any agreements executed in connection herewith or therewith, or to be informed of the financial and business conditions and prospects of the Company.
9.16 Waiver of Jury Trial. TO THE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALING OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO HEREBY AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF ANY OTHER PARTY HERETO TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
9.17 Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of the Uber Subordination Agreement or the BMO Subordination Agreement, the provisions of the Uber Subordination Agreement or the BMO Subordination Agreement, as applicable, shall govern.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| | | | | | | | | | | |
| BORROWER: | |
| | | |
| NEUTRON HOLDINGS, INC. | |
| | | |
| | | |
| | | |
| By: | /s/ Wayne Ting | |
| Print Name: Wayne Ting | |
| Title: Chief Executive Officer | |
SIGNATURE PAGE TO PURCHASE AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
SIGNATURE PAGE TO PURCHASE AGREEMENT
| | | | | | | | | | | |
| LENDERS: | |
| | | |
| GV 2019, L.P. | |
| By: GV 2019 GP, L.P., its General Partner |
| By: GV 2019 GP, L.L.C., its General Partner |
| | | |
| By: | /s/ Daphne Chang | |
| Print Name: Daphne Chang |
| Title: Authorized Signatory | |
| | | |
| | | |
| ALPHABET HOLDINGS LLC |
| | | |
| By: | /s/ Kenneth H. Yi | |
| Print Name: Kenneth H. Yi | |
| Title: President | |
| | | |
| | | |
| INSTITUTIONAL VENTURE PARTNERS XVI, L.P. |
| By: Institutional Venture Management Holdings XVI, LLC Its: General Partner |
| By: Institutional Venture Management XVI, LC Its: Manager |
| | | |
| By: | /s/ Somesh Dash | |
| Print Name: Somesh Dash |
| Title: Managing Director | |
| | | |
| | | |
| BAIN CAPITAL VENTURE FUND 2019, L.P. |
| By: Bain Capital Venture Investors 2019, LLC, its general partner |
| By: Bain Capital Venture Investors, LLC, its manager |
| | | |
| By: | /s/ Sarah Smith | |
| Print Name: Sarah Smith |
| Title: Managing Director |
| | | |
| | | |
| BCV 2019-MD PRIMARY, L.P. |
| By: Bain Capital Venture Investors 2019, LLC, its general partner |
| | | | | | | | | | | | | | |
| By: Bain Capital Venture Investors, LLC, its manager |
| | | | |
| By: | /s/ Sarah Smith | | |
| Print Name: Sarah Smith | |
| Title: Managing Director | | |
| | | | |
| | | | |
| BCIP VENTURE ASSOCIATES II, L.P. |
| By: Boylston Coinvestors, LLC, its General Partner |
| | | | |
| By: | /s/ Sarah Smith | | |
| Print Name: Sarah Smith | |
| Title: Managing Director | |
| | | | |
| | | | |
| BCIP VENTURE ASSOCIATES II-B, L.P. |
| By: Boylston Coinvestors, LLC, its General Partner | |
| | | | |
| By: | /s/ Sarah Smith | | |
| Print Name: Sarah Smith | |
| Title: Managing Director | |
| | | | |
| | | | |
| FIFTH WALL VENTURES, L.P. | |
| By: Fifth Wall Ventures GP, LLC Its: General Partner |
| | | | |
| By: | /s/ Brendan Wallace | | |
| Print Name: Brendan Wallace | |
| Title: Managing Director | |
| | | | |
| UZ MICROMOBILITY PROJECT, SPV I, A SERIES OF UZ MANAGEMENT CAPITAL, LLC By: UZ Micromobility Management, LLC |
| | | | |
| By: | /s/ Pablo Massana | | |
| Print Name: Pablo Massana | |
| Title: Manager | |
| | | | |
| | | | |
| By: | /s/ David Gannon | | |
| | | | | | | | | | | | | | |
| Print Name: David Gannon | |
| Title: Director, Theoden Director Services Limited for and on behalf of Winterfell Limited | |
| | | | | | | | | | | | | | |
| GREENOAKS CAPITAL OPPORTUNITIES FUND, L.P. | |
| By: Greenoaks Capital (MTGP), L.P., its general partner By: Greenoaks Capital (TTGP), Ltd., its general partner |
| | | | |
| By: | /s/ Benjamin Peretz | | |
| Print Name: Benjamin Peretz | |
| Title: Director | |
| | | | |
| | |
| FRANKLIN BLACKHORSE, L.P. | |
| By: Franklin Venture Partners, LLC Blackhorse Series, a Delaware series limited liability company By: Franklin Advisers, Inc., a California corporation, its Managing Member |
| | | | |
| By: | /s/ Michael McCarthy | | |
| Print Name: Michael McCarthy | |
| Title: EVP | |
| | | | |
| | |
| 137 Ventures IV, LP, a Delaware limited partnership |
| By: 137 Ventures IV, LLC, a Delaware limited liability company as general partner |
| | |
| By: | /s/ Andrew P. Laszlo | | |
| Name: Andrew P. Laszlo | |
| Title: Managing Member | |
| | | | |
| | | | |
| IQ HOLDINGS LIMITED | |
| | |
| By: | /s/ Mara Alido-Spencer | | |
| Name: Mara Alido-Spencer | |
| Title: Authorised Signatory | |
| | | | |
| | | | |
| SALIX INVESTMENTS, LLC | |
| | |
| By: | /s/ Erron Smith | | |
| Name: Erron Smith | |
| Title: Secretary | |
| | | | | | | | | | | | | | |
| BAKER FAMILY TRUST | | |
| | | | |
| By: | /s/ Edward Baker | | |
| Name: Edward Baker | |
| Title: Trustee | |
| | | | |
| SUTTER ROCK CAPITAL CORP. |
| |
| By: | /s/ Mark Klein | | |
| Name: Mark Klein |
| Title: Chief Executive Officer |
| |
| |
| DING ZHOU LIVING TRUST |
| | | | |
| By: | /s/ Ding Zhou | | |
| Name: Ding Zhou |
| Title: Trustee |
| | | | |
| | | | |
| GREEN BAY VENTURES, LLC By: Green Bay Ventures Manager, LLC Its: Managing Member By: Green Bay Advisors Venture, LLC Its: Managing Member |
| | | | |
| By: | /s/ Anthony Schiller | | |
| Name: Anthony Schiller |
| Title: Managing Member |
| | | | |
| | | | |
| WELIGHT CAPITAL L.P. |
| | | | |
| By: | /s/ WU XTAOGUANG | | |
| Name: WU XTAOGUANG |
| Title: Director |
| | | | |
| | | | |
| ASCOLTA VENTURES, LLC |
| | | | |
| By: | /s/ Daniel J. Bergeson | | |
| Name: Daniel J. Bergeson |
| Title: Managing Partner |
| | | | |
| | | | |
| By: | /s/ Myles B. Shear | | |
| Name: CASUAL MGMT. LLC. - Myles B. Shear |
| Title: MGRM |
| | | | | | | | | | | | | | |
| LVC AM LLC |
| |
| By: | /s/ Michael J. Sharp | | |
| Name: Michael J. Sharp |
| Title: Authorized Person | | |
| | | | | | | | | | | | | | |
| THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (LSVF) | |
| | | | |
| By: | /s/ Sabrina Liang | | |
| Name: Sabrina Liang | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (SBST) | |
| | | | |
| By: | /s/ Sabrina Liang | | |
| Name: Sabrina Liang | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (DAPER I) | |
| | | | |
| By: | /s/ Sabrina Liang | | |
| Name: Sabrina Liang | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| WEST INVESTMENTS V, LLC | |
| | | | |
| By: | /s/ Robert P Hrtica | | |
| Name: Robert P Hrtica | | |
| Title: Manager | | |
| | | | |
| | | | |
| YOUWEB LLC | |
| | | | |
| By: | /s/ A. Peter Relan | | |
| Name: A. PETER RELAN | |
| Title: Managing Member | |
| | | | |
| | | | |
| By: | /s/ Yu Wang | | |
| Name: Yu Wang | |
| Title: | |
| | | | | | | | | | | | | | |
| FIDELITY SECURITIES FUND: FIDELITY BLUE CHIP GROWTH FUND |
| | | | |
| By: | /s/ Chris Maher | | |
| Chris Maher, Authorized Signatory | |
| | | | |
| | | | |
| FIDELITY BLUE CHIP GROWTH COMMINGLED POOL | |
| By: Fidelity Management Trust Company, as Trustee | |
| | | | |
| By: | /s/ Chris Maher | | |
| Chris Maher, Authorized Signatory | |
| | | | |
| | | | |
| FIDELITY SECURITIES FUND: FIDELITY FLEX LARGE CAP GROWTH FUND |
| | | | |
| By: | /s/ Chris Maher | | |
| Chris Maher, Authorized Signatory | |
| | | | |
| | | | |
| FIDELITY SECURITIES FUND: FIDELITY BLUE CHIP GROWTH K6 FUND |
| | | | |
| By: | /s/ Chris Maher | | |
| Chris Maher, Authorized Signatory | |
| | | | |
| | | | |
| FIDELITY BLUE CHIP GROWTH INSTITUTIONAL TRUST | |
| By its manager Fidelity Investments Canada ULC | |
| | | | |
| By: | /s/ Chris Maher | | |
| Chris Maher, Authorized Signatory | |
| | | | |
| | | | |
| FIDELITY SECURITIES FUND: FIDELITY SERIES BLUE CHIP GROWTH FUND |
| | | | |
| By: | /s/ Chris Maher | | |
| Chris Maher, Authorized Signatory | |
| | | | |
| | | | |
| | | | | | | | | | | | | | |
| FIAM TARGET DATE BLUE CHIP GROWTH COMMINGLED POOL | |
| By: Fidelity Institutional Asset Management Trust Company as Trustee | |
| | | | |
| By: | /s/ Chris Maher | | |
| Chris Maher, Authorized Signatory | |
| | | | |
| | | | |
| FIDELITY PURITAN TRUST: FIDELITY PURITAN FUND |
| | | | |
| By: | /s/ Chris Maher | | |
| Chris Maher, Authorized Signatory |
| | | | |
| | | | |
| FIDELITY FOUNDERS INVESTMENT TRUST | |
| By its manager Fidelity Investments Canada ULC | |
| | | | |
| By: | /s/ Chris Maher | | |
| Chris Maher, Authorized Signatory | |
| | | | |
| | | | |
| VARIABLE INSURANCE PRODUCTS FUND III: GROWTH OPPORTUNITIES PORTFOLIO |
| | | | |
| By: | /s/ Chris Maher | | |
| Chris Maher, Authorized Signatory | |
| | | | |
| | | | |
| FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND |
| | | | |
| By: | /s/ Chris Maher | | |
| Chris Maher, Authorized Signatory | |
| | | | |
| | | | |
| FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR SERIES GROWTH OPPORTUNITIES FUND |
| | | | |
| By: | /s/ Chris Maher | | |
| Chris Maher, Authorized Signatory | |
| | | | |
| | | | |
| | | | | | | | | | | | | | |
| FIDELITY MT. VERNON STREET TRUST: FIDELITY SERIES GROWTH COMPANY FUND |
| | | | |
| By: | /s/ Chris Maher | | |
| Chris Maher, Authorized Signatory | |
| | | | |
| | | | |
| FIDELITY MT. VERNON STREET TRUST: FIDELITY GROWTH COMPANY FUND |
| | | | |
| By: | /s/ Chris Maher | | |
| Chris Maher, Authorized Signatory | |
| | | | |
| | | | |
| FIDELITY GROWTH COMPANY COMMINGLED POOL | | |
| By: Fidelity Management Trust Company, as Trustee |
| | | | |
| By: | /s/ Chris Maher | | |
| Chris Maher, Authorized Signatory | |
| | | | |
| | | | |
| FIDELITY MT. VERNON STREET TRUST: FIDELITY GROWTH COMPANY K6 FUND |
| | | | |
| By: | /s/ Chris Maher | | |
| Chris Maher, Authorized Signatory | |
| | | | |
| | | | |
| By: | /s/ Samih Toukan | | |
| Name: Samih Toukan | |
| | | | | | | | | | | | | | |
| ALPHA ANNEX CITRUS FUND LLC – SERIES II | |
| By: Alpha Ventures Partners LLC, its manager |
| | | | |
| By: | /s/ Stephen B. Brotman | | |
| Name: Stephen B. Brotman | |
| Title: Manager | | |
| | | | |
| | | | |
| ALRAI HOLDINGS LIMITED | | |
| | | | |
| By: | /s/ Vinay Menda | | |
| Name: Vinay Menda | |
| Title: Authorized Signatory | | |
| | | | |
| | | | | | | | | | | | | | |
| AMERICAN INVESTMENT HOLDINGS LLC |
| | | | |
| By: | /s/ Jeffrey N. Vinik | | |
| Name: Jeffrey N. Vinik | |
| Title: Chairman and Managing Member | | |
| | | | |
| | | | |
| AH PARALLEL FUND V, L.P. | | |
| for itself and as nominee for | | |
| AH Parallel Fund V-A, L.P., | | |
| AH Parallel Fund V-B, L.P., and | | |
| AH Parallel Fund V-Q, L.P. | | |
| By: AH Equity Partners V (Parallel), L.L.C. | |
| Its general partner | | |
| | | | |
| By: | /s/ Scott Kupor | | |
| Name: Scott Kupor | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| ANDREESEN HOROWITZ FUND IV, L.P. |
| for itself and as nominee for | | |
| Andreessen Horowitz Fund IV-A, L.P., | | |
| Andreessen Horowitz Fund IV-B, L.P. and | | |
| Andreessen Horowitz Fund IV-Q, L.P. | |
| By: AH Equity Partners V, L.L.C. |
| Its general partner | | |
| | | | |
| By: | /s/ Scott Kupor | | |
| Name: Scott Kupor | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| CONSW1, L.P. | | |
| | | | |
| By: | /s/ Scott Kupor | | |
| Name: Scott Kupor | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| CLF PARTNERS, L.P. | | |
| | | | |
| By: | /s/ Scott Kupor | | |
| Name: Scott Kupor | |
| Title: COO | | |
| | | | |
| | | | |
| | | | | | | | | | | | | | |
| THE SAM BARSHOP GRANDCHILDREN IRREVOCABLE TRUST |
| | | | |
| By: | /s/ Bruce Barshop | | |
| Name: Bruce Barshop | |
| Title: Trustee | | |
| | | | |
| | | | |
| MOUNT HURON VENTURES, LLC | | |
| | | | |
| By: | /s/ Peter Smith | | |
| Name: Peter Smith | |
| Title: COO | | |
| | | | |
| | | | |
| IOSTESSO HOLDINGS INC. | | |
| | | | |
| By: | /s/ Charles Flicker | | |
| Name: Charles Flicker | |
| Title: Assistant-Secretary | | |
| | | | |
| | | | |
| M. BRADLEY SMITH AND MICHELE L. TRUFELLI LIVING TRUST |
| | | | |
| By: | /s/ M Bradley Smith | | |
| Name: M Bradley Smith | |
| Title: Manager | | |
| | | | |
| | | | |
| MONTEZUMA FUND II LP | | |
| | | | |
| By: | /s/ Matt Wiles | | |
| Name: Matt Wiles | | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| MONTEZUMA FUND III LP | |
| | | | |
| By: | /s/ Matt Wiles | | |
| Name: Matt Wiles | | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| MATTHEW K. SMITH REVOCABLE TRUST | | |
| | | | |
| By: | /s/ Matthew Smith | | |
| Name: Matthew Smith | | |
| Title: President | | |
| | | | |
| | | | |
| | | | | | | | | | | | | | |
| PENTLAND GROUP LIMITED | | |
| | | | |
| By: | /s/ B A Mosheim | | |
| Name: B A Mosheim | | |
| Title: Director | | |
| | | | |
| | | | |
| THE ADAM SCHWARTZ REVOCABLE TRUST |
| | | | |
| By: | /s/ Adam Schwartz | | |
| Name: Adam Schwartz | | |
| Title: Trustee | | |
| | | | |
| | | | |
| LIGHTVC, LTD. | | |
| | | | |
| By: | /s/ Elaine Saverin | | |
| Name: Elaine Saverin | |
| Title: Director | | |
| | | | |
| | | | |
| DAXN, Inc. | | |
| | | | |
| By: | /s/ Daniel L. Dominguez | | |
| Name: Daniel L. Dominguez | | |
| Title: President | | |
| | | | |
| | | | |
| LI FUND II, A SERIES OF FJ LABS FUNDS, LP |
| | | | |
| By: | /s/ Fabrice Grinda | | |
| Name: Fabrice Grinda | | |
| Title: Authorized Person of the General Partner |
| | | | |
| | | | |
| Next Play Capital II, L.P. | | |
| By: Next Play Capital GP II, LLC | | |
| Its: General Partner | | |
| | | | |
| By: | /s/ Eric Valle | | |
| Name: Eric Valle | | |
| Title: Operating Partner | | |
| | | | |
| | | | |
| | | | | | | | | | | | | | |
| NPC Lime, LLC | | |
| By: Next Play Capital GP II, LLC | | |
| Its: General Partner | | |
| | | | |
| By: | /s/ Eric Valle | | |
| Name: Eric Valle | |
| Title: Operating Partner | | |
| | | | |
| | | | |
| ACP Venture Capital Fund II LLC | | |
| | | | |
| By: | /s/ Anthony Simone | | |
| Name: Anthony Simone | | |
| Title: Manager | | |
| | | | |
| | | | |
| Akkadian Ventures IV, LP | | |
| By: Akkadian Ventures GP IV, LLC | | |
| Its: General Partner | | |
| | | | |
| By: | /s/ Mike Gridley | | |
| Name: Mike Gridley | | |
| Title: Managing Director | | |
| | | | |
| | | | |
| AME CLOUD VENTURES, LLC | | |
| | | | |
| By: | /s/ Gregory R. Hardester | | |
| Name: Gregory R. Hardester | | |
| Title: Manager | | |
| | | | |
| | | | |
| The Back Family Trust | | |
| | | | |
| By: | /s/ Gregory F. Back | | |
| Name: Gregory F. Back | | |
| Title: Trustee | | |
| | | | |
| | | | |
| BAO TRUST DATED MAR-10 2020 | | |
| | | | |
| By: | /s/ Zhoujia Bao | | |
| Name: Zhoujia Bao | | |
| Title: Trustee | | |
| | | | |
| | | | |
| | | | | | | | | | | | | | |
| Basis Set Ventures I, L.P. | | |
| By: Basis Set Ventures GP I, LLC | |
| Its: General Partner | | |
| | | | |
| By: | /s/ Xuezhao Lan | | |
| Name: Xuezhao Lan | |
| Title: Managing Member | | |
| | | | |
| | | | |
| Bling Capital Fund I Opps L.P. | | |
| | | | |
| By: | /s/ Ben Ling | | |
| Name: Ben Ling | | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| Bling Capital Fund I Opps-A L.P. | | |
| | | | |
| By: | /s/ Ben Ling | | |
| Name: Ben Ling | | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| Bling Capital SPV A Neutron Holdings LP |
| | | | |
| By: | /s/ Ben Ling | | |
| Name: Ben Ling | | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| BMW I VENTURES SCS, SICAV RAIF, |
| duly represented by BMW i Ventures, Inc., itself duly represented by Michael Hammer and Ulrich Quay |
| | | | |
| By: | /s/ Michael Hammer | | |
| Name: Michael Hammer | | |
| Title: CFO | | |
| | | | |
| By: | /s/ Ulrich Quay | | |
| Name: Ulrich Quay | | |
| Title: President | | |
| | | | |
| | | | |
| THE BROOD, LLC — SUB FUND 1 | | |
| By: Hillspire, LLC, its Manager | | |
| | | | |
| By: | /s/ Maria Seferian | | |
| Name: Maria Seferian | | |
| Title: General Counsel | | |
| | | | |
| | | | |
| | | | | | | | | | | | | | |
| By: | /s/ Carolyn Bao | | |
| Name: Carolyn Bao | | |
| | | | |
| | | | |
| The Lu Daisy Li Living Trust | | |
| | | | |
| By: | /s/ Lu Li | | |
| Name: Lu Li | | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| DCM Opportunity Fund II, L.P. | | |
| By: DCM Opportunity Fund Investment Management II, L.P., its General Partner | | |
| By: DCM Opportunity Fund International II, Ltd., its General Partner | |
| | | | |
| By: | /s/ Matthew C. Bonner | | |
| Name: Matthew C. Bonner | | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| DG Ventures, Inc. | | |
| | | | |
| By: | /s/ Masahi Tanaka | | |
| Name: Masahi Tanaka | | |
| Title: Executive Vice President and COO | | |
| | | | |
| | | | |
| Dream Space Limited | | |
| | | | |
| By: | /s/ Junzhang Liang | | |
| Name: Junzhang Liang | | |
| Title: Director | | |
| | | | |
| | | | |
| Global Opportunity I, LLC the General Partner of Global Opportunity I, L.P. | | |
| | | | |
| By: | /s/ Andrew Lebovitz | | |
| Name: Andrew Lebovitz | | |
| Title: Manager | | |
| | | | |
| | | | |
| | | | | | | | | | | | | | |
| GUO & WANG Holdings Limited | | |
| | | | |
| By: | /s/ Ruolin Wang | | |
| Name: Ruolin Wang | | |
| Title: Director | | |
| | | | |
| | | | |
| HMC-GSV LM, Fondo de Inversion Privado |
| | | | |
| By: | /s/ Ricardo Mogrovejo | | |
| Name: Ricardo Mogrovejo | | |
| Title: CEO | | |
| | | | |
| By: | /s/ Alvaro Allende | | |
| Name: Alvaro Allende | | |
| Title: Head of Front Office | | |
| | | | |
| | | | |
| Hyperion Inc. | | |
| | | | |
| By: | /s/ Qi Ga | | |
| Name: Qi Gao | | |
| Title: Owner and Sole Director | | |
| | | | |
| | | | |
| Intellectus Ventures, LLC | | |
| By: Intellectus Partners, LLC | | |
| Its: Managing Member | | |
| | | | |
| By: | /s/ David J. La Placa | | |
| Name: David J. La Placa | | |
| Title: Managing Member | | |
| | | | |
| | | | |
| J-Brothers-Fund-II, a series of AngelList Funds, LP | |
| By: Fund GP, LLC its General Partner | | |
| By: Belltower Fund Group, Ltd., its Manager |
| | | | |
| By: | /s/ Meghan Christenson | | |
| Name: Meghan Christenson | | |
| Title: Authorized Person | | |
| | | | |
| | | | |
| By: | /s/ JaVale McGee | | |
| Name: JaVale McGee | | |
| | | | |
| | | | |
| | | | | | | | | | | | | | |
| JIE ZHAO | | |
| | | | |
| By: | /s/ Jie Zhao | | |
| Name: Jie Zhao | | |
| | | | |
| | | | |
| KDDI Open Innovation Fund III L.P. | | |
| By: Global Brain Corporation, its general partner | | |
| | | | |
| By: | /s/ Yasuhiko Yurimoto | | |
| Name: Yasuhiko Yurimoto | | |
| Title: President & CEO | | |
| | | | |
| | | | |
| Kevin Diestel | | |
| | | | |
| By: | /s/ Kevin Diestel | | |
| Name: Kevin Diestel | | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| Liangchi Holding | | |
| | | | |
| By: | /s/ Cher Liang | | |
| Name: Cher Liang | | |
| | | | |
| | | | |
| Marbach Elevations LLC | | |
| | | | |
| By: | /s/ Daniel Graf | | |
| Name: Daniel Graf | | |
| Title: Sole Proprietor | | |
| | | | |
| | | | |
| Math + Magic XII, LLC | | |
| | | | |
| By: | /s/ Jared Leto | | |
| Name: Jared Leto | | |
| Title: Member | | |
| | | | |
| | | | |
| MERITECH CAPITAL AFFILIATES V L.P. |
| | | | |
| By: Meritech Capital Associates V L.L.C., its General Partner |
| | | | |
| By: | /s/ Paul S. Madera | | |
| Paul S. Madera, Managing Member | | |
| | | | |
| | | | |
| | | | | | | | | | | | | | |
| MVP OPPORTUNITY FUND VI LLC | | |
| By: MVP Manager LLC | | |
| | | | |
| By: | /s/ Eric Brachfeld | | |
| Name: Eric Brachfeld | | |
| Title: Manager | | |
| | | | |
| | | | |
| Nokia Growth Partners IV, L.P. | |
| By: NGP GP IV, LLC | | |
| Its General Partner | | |
| | | | |
| By: | /s/ Monica Johnson | | |
| Name: Monica Johnson | | |
| Title: Vice President | | |
| | | | |
| | | | |
| O’BRIEN FAMILY 2003 TRUST | | |
| | | | |
| By: | /s/ Eric O’Brien | | |
| Name: Eric O’Brien | | |
| Title: Trustee | | |
| | | | |
| | | | |
| SAV NEUTRON, LLC | | |
| By: St. Augustine Capital Partners, Manager |
| | | | |
| By: | /s/ Amanda Bush | | |
| Name: Amanda Bush | | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| Section 32 Fund 1, LP | | |
| By: Section 32 GP 1, LLC, its general partner |
| | | | |
| By: | /s/ Jennifer L. Kercher | | |
| Name: Jennifer L. Kercher | | |
| Title: Chief Operating Officer | | |
| | | | |
| | | | |
| SHARESPOST 100 FUND | | |
| By: SP Investments Management, LLC | | |
| its Investment Advisor | | |
| | | | |
| By: | /s/ Kevin Moss | | |
| Name: Kevin Moss | | |
| Title: COO and Managing Director | | |
| | | | |
| | | | |
| | | | | | | | | | | | | | |
| Shen Wang Limited | | |
| | | | |
| By: | /s/ Dong Liyong | | |
| Name: Dong Liyong | | |
| | | | |
| | | | |
| The Board of Trustees of the Leland Stanford Junior University (SEVF II) |
| | | | |
| By: | /s/ Sabrina Liang | | |
| Name: Sabrina Liang | | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| Summer Beauty Limited | | |
| | | | |
| By: | /s/ Jackson Law | | |
| Name: Jackson Law | | |
| Title: Director | | |
| | | | |
| | | | |
| Tachyon Expedition LLC | | |
| | | | |
| By: | /s/ Yuye Zhang | | |
| Name: Yuye Zhang | | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| Tech Partners Holdings – Lime LP | | |
| By: Tech Partners Holdings GP — Lime LLC |
| | | | |
| By: | /s/ Michael Cullen | | |
| Name: Michael Cullen | | |
| Title: Member | | |
| | | | |
| | | | |
| THIRTY FIVE VENTURES FUND I, LLC |
| | | | |
| By: | /s/ Rich Kleiman | | |
| Name: Rich Kleiman | | |
| Title: President | | |
| | | | |
| | | | |
| 4J FAMILY TRUST | | |
| | | | |
| By: | /s/ Jai Das | | |
| Name: Jai Das | | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| | | | | | | | | | | | | | |
| CHRISTIANE MARIA DORRELL AND DEAN VINCENT DORRELL AS TRUSTEES FOR CM & DV DORRELL SUPER FUND | |
| | | | |
| By: /s/ Dean Dorrell & Christiane Dorrell | | |
| Name: Dean Dorrell & Christiane Dorrell | | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| ELLIS LEGACY LIVING TRUST | | |
| | | | |
| By: | /s/ James F. Ellis | | |
| Name: James F. Ellis | | |
| Title: Trustee | | |
| | | | |
| | | | |
| G&W HOLDING LIMITED | | |
| | | | |
| By: | /s/ Yu Wang | | |
| Name: Yu Wang | | |
| Title: Owner | | |
| | | | |
| | | | |
| Christopher Hulls 2017 Trust | | |
| | | | |
| By: | /s/ Christopher Hulls | | |
| Name: Christopher Hulls | | |
| Title: Authorized Signatory | | |
| | | | |
| | | | |
| Prelude Fund, LP | | |
| By: Prelude Ventures LLC, its General Partner |
| | | | |
| By: | /s/ Gabriel Kra | | |
| Name: Gabriel Kra | | |
| Title: Managing Director | | |
| | | | |
| | | | |
| Valhalla Fund Pty Ltd ATF The Valhalla Fund | |
| | | | |
| By: | /s/ James Steele Synge | | |
| Name: James Steele Synge | | |
| Title: Authorized Signatory | | |
CONSENT AND AMENDMENT
THIS AMENDMENT, dated as of May 18, 2026 (this “Agreement”), is made by and among Neutron Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned Lenders hereto. (the “Lenders”), with respect to the Note Purchase Agreement referred to below.
RECITALS
A. WHEREAS, the Company and the Lenders are parties to that certain Note Purchase Agreement, dated as of May 7, 2020 (as amended and restated, modified or supplemented from time to time, the “Note Purchase Agreement”).
B. WHEREAS, (i) the Note Purchase Agreement provides that provisions of the Note Purchase Agreement related to conversion of the Notes may be amended, waived or modified only upon the written consent of the Company, the Majority Note Holders and Uber Technologies, Inc. (“Uber”); and (ii) that certain Note Purchase Agreement dated May 7, 2020, by and between the Company and Uber (the “Uber Note Purchase Agreement”) provides that provisions therein related to conversion of the Notes may be amended, waived or modified only upon the written consent of the Company, the Majority Note Holders and the Required Lenders (as defined in that Uber Note Purchase Agreement).
C. WHEREAS, the Company has requested to amend the conversion terms of the notes under the Note Purchase Agreement.
D. WHEREAS, the Company has requested that the Lenders consent to the amendment of the conversion terms of the notes under the Uber Note Purchase Agreement.
E. WHEREAS, the Company has or will obtain consent of the Required Lenders to amend the conversion terms of (i) the Note Purchase Agreement and (ii) the Uber Note Purchase Agreement and the Company has or will enter into such amendment to the Uber Note Purchase Agreement on or around the date hereof.
F. WHEREAS, the Lenders, constituting the Majority Note Holders under the Note Purchase Agreement, has agreed to such requests, subject to the terms and conditions hereof.
NOW THEREFORE, accordingly, the parties hereto agree as follows.
SECTION 1. Definitions; Interpretation. All capitalized terms used in this Agreement (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Note Purchase Agreement.
SECTION 2. Consent. Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, as of the Effective Date (as defined below), the Lenders hereby consent to the amendment of the Uber Note Purchase Agreement by the Company to match the amendments to the conversion terms of the Note Purchase Agreement described below.
SECTION 3. Amendment.
(a) Section 1 of the Note Purchase Agreement is hereby amended by adding the following terms in alphabetical order:
“Conversion Date” means the date on which the Conversion Time occurs.
“Conversion Time” means, with respect to any Initial Public Offering that is an underwritten initial public offering, the time of the execution of the underwriting agreement entered into by the Company and the underwriters in connection with such Initial Public Offering.
“Principal Market” means the New York Stock Exchange, the Nasdaq Stock Market or any other national stock exchange on which the shares of Common Stock of the Company are to be listed in connection with an Initial Public Offering.
“Trading Day” means, with respect to any Conversion Shares, a day on which trading in the shares of Common Stock of the Company generally occurs on the Principal Market.
(b) Section 2.2(b) of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
(b) Corporate Transaction or IPO. (i) In the event of a Corporate Transaction prior to full payment of a Note or prior to the time when a Note may be converted (as provided herein), all outstanding principal and unpaid accrued interest due on such Note shall, at the Lender’s election, be (1) due and payable in full prior to the closing of the Corporate Transaction or (2) be converted into Conversion Shares at the Conversion Price. (ii) Upon the occurrence of an Initial Public Offering prior to full payment of a Note, all outstanding principal and unpaid accrued interest due on such Note shall be automatically converted in full at the Conversion Time into a number of Conversion Shares at the Conversion Price.
(c) Section 2.2(d) of the Note Purchase Agreement is hereby amended and restated with the following:
(d) Mechanics of Conversion. (i) In connection with any conversion of this Note pursuant to Sections 2.2(a) or 2.2(b)(i), before any Note holder shall be entitled to convert the same into Conversion Shares, such holder shall give written notice to the Company of the election to convert such Notes into Conversion Shares. The Company shall not be required to issue or deliver the Conversion Shares until the Note holder has surrendered the Note to the Company. Such conversion may be made contingent upon the closing of the Corporate Transaction. (ii) In connection with any conversion of this Note pursuance to Section 2.2(b)(ii), the holder shall promptly (1) deliver instructions for delivery of the Conversion Shares and (2) surrender this Note to the Company (or, in the case of the loss, theft or destruction of this Note, provide an indemnification undertaking with respect to this Note that is reasonably satisfactory to the Company) no later than the second (2nd)
business day immediately preceding the Conversion Time; provided that failure to timely deliver instructions for delivery of the Conversion Shares or to timely surrender this Note shall toll but not release the Company of its obligations hereunder or delay the Conversion Date of this Note. Upon conversion of this Note, the Company shall deliver the Conversion Shares to the holder no later than by 12:00 p.m. New York time on the later of, (x) with respect to an Initial Public Offering, the second (2nd) business day immediately following the Conversion Time, and (y) the second (2nd) Trading Day following the day on which the holder delivers to the Company settlement instructions pursuant to sub-clause (1) above. The holder at the Conversion Time in connection with an Initial Public Offering pursuant to Section 2.2(b)(ii) shall be treated for all purposes as the beneficial owner of such Conversion Shares as of such Conversion Time. From and after the time at which the Conversion Shares are delivered to the holder in accordance with the immediately preceding sentence, this Note (or the portion hereof representing such Conversion Shares) shall be deemed to be satisfied by the Company and shall cease to be outstanding for any purpose whatsoever.
(d) Section 2.2 of the Note Purchase Agreement is hereby amended to add the following new clause(s):
(e) Delays. Without limiting any of the foregoing, if the holder fails promptly to (i) deliver instructions for delivery of the Conversion Shares and (ii) surrender this Note to the Company (or in the case of the loss, theft or destruction of this Note, provide an indemnification undertaking with respect to this Note that is reasonably satisfactory to the Company) by the second (2nd) business day immediately preceding the Conversion Time, the Company will still be deemed to have converted this Note at such Conversion Time and shall hold, for the benefit of the holder, the Conversion Shares or any other securities issued in exchange for, or upon conversion of, such Conversion Shares until receipt of the requisite delivery instructions and the Note (or indemnification in accordance with this Section 2.2).
SECTION 4. Effectiveness; Conditions Precedent. This Agreement shall be effective upon (i) receipt by the Company and the Lenders of copies of this Agreement duly executed by the Company and the Lenders constituting the Majority Note Holders and (ii) receipt by the Company of copy of the consent of the Required Lenders and the amendment to the Uber Note Purchase Agreement duly executed by the Company and the Required Lenders (such date on which both conditions are satisfied, the “Effective Date”).
SECTION 5. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. The provisions of Sections 9.2 and 9.16 of the Note Purchase Agreement shall apply to this Agreement, mutatis mutandis as of set forth herein.
SECTION 6. Miscellaneous.
(a) No Waiver. Nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Note Purchase Agreement or constitute a
course of conduct or dealing among the parties. Except as amended hereby, the Note Purchase Agreement remains unmodified and in full force and effect.
(b) Severability. In case any provision of or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
(c) Headings. Headings and captions used in this Agreement (including the Exhibits, Schedules and Annexes hereto, if any) are included for convenience of reference only and shall not be given any substantive effect.
(d) Integration. This Agreement incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.
(e) Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. The words “execute,” “execution,” “signed,” “signature,” and words of like import in this Agreement or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
(f) Controlling Provisions. In the event of any inconsistencies between the provisions of this Agreement and the Note Purchase Agreement, the provisions of this Agreement shall govern and prevail.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
| | | | | |
Company: |
| |
NEUTRON HOLDINGS, INC. |
| |
| |
/s/ Susie Giordano |
Name: | Susie Giordano |
Title: | Chief Legal Officer and Corporate Secretary |
[Signature Page to Amendment to Note Purchase Agreement]
| | | | | | | | | | | |
| Lenders: | |
| | | |
| ANDREESSEN HOROWITZ FUND IV, L.P. | |
| for itself and as nominee for | |
| Andreessen Horowitz Fund IV-A, L.P., | |
| Andreessen Horowitz Fund IV-B, L.P. and | |
| Andreessen Horowitz Fund IV-Q, L.P. | |
| | | |
| By: AH Equity Partners IV, L.L.C. | |
| | Its general partner | |
| | | |
| By: | /s/ Andy Hill | |
| Name: Andy Hill | |
| Title: General Counsel, Venture/Growth | |
| | | |
| AH PARALLEL FUND V, L.P. | |
| for itself and as nominee for | |
| AH Parallel Fund V-A, L.P., | |
| AH Parallel Fund V-B, L.P. and | |
| AH Parallel Fund V-Q, L.P. | |
| | | |
| By: AH Equity Partners V (Parallel), L.L.C. | |
| | Its general partner | |
| | | |
| By: | /s/ Andy Hill | |
| Name: Andy Hill | |
| Title: General Counsel, Venture/Growth | |
| | | |
| CLF PARTNERS, LP | |
| By: AH Equity Partners V, L.L.C. | |
| | Its general partner | |
| | | |
| By: | /s/ Andy Hill | |
| Name: Andy Hill | |
| Title: General Counsel, Venture/Growth | |
| | | |
| CONSW1, L.P. | |
| By: AH Equity Partners IV, L.L.C. | |
| | Its general partner | |
| | | |
| By: | /s/ Andy Hill | |
| Name: Andy Hill | |
| Title: General Counsel, Venture/Growth | |
[Signature Page to Amendment to Note Purchase Agreement]
| | | | | | | | |
| Lenders: |
| | |
| Fidelity Securities Fund: Fidelity Blue Chip Growth Fund |
| |
| By: | /s/ Chris Maher |
| Name: Chris Maher |
| Title: Authorized Signatory |
| | |
| Fidelity Blue Chip Growth Commingled Pool |
| | |
| By: Fidelity Management Trust Company, as Trustee |
| | |
| By: | /s/ Chris Maher |
| Name: Chris Maher |
| Title: Authorized Signatory |
| |
| FMR Capital, Inc. – Flex Pilot Portfolio |
| |
| By: Fidelity Management & Research Company LLC, as investment advisor |
| | |
| By: | /s/ Chris Maher |
| Name: Chris Maher |
| Title: Authorized Signatory |
| | |
| Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund |
| |
| By: | /s/ Chris Maher |
| Name: Chris Maher |
| Title: Authorized Signatory |
[Signature Page to Amendment to Note Purchase Agreement]
| | | | | | | | |
| Lenders: |
| | |
| Fidelity Blue Chip Growth Institutional Trust |
| |
| By its manager Fidelity Investments Canada ULC |
| |
| By: | /s/ Chris Maher |
| Name: Chris Maher |
| Title: Authorized Signatory |
| |
| Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund |
| | |
| By: | /s/ Chris Maher |
| Name: Chris Maher |
| Title: Authorized Signatory |
| |
| FIAM Target Date Blue Chip Growth Commingled Pool |
| |
| By: Fidelity Institutional Asset Management Trust Company as Trustee |
| | |
| By: | /s/ Chris Maher |
| Name: Chris Maher |
| Title: Authorized Signatory |
| | |
| Fidelity Puritan Trust: Fidelity Puritan Fund |
| |
| By: | /s/ Chris Maher |
| Name: Chris Maher |
| Title: Authorized Signatory |
[Signature Page to Amendment to Note Purchase Agreement]
| | | | | | | | |
Lenders: | |
| | |
| Fidelity Founders Investment Trust |
| |
| By its manager Fidelity Investments Canada ULC |
| |
| By: | /s/ Chris Maher |
| Name: Chris Maher |
| Title: Authorized Signatory |
| |
| Variable Insurance Products Fund III: Growth Opportunities Portfolio |
| | |
| By: | /s/ Chris Maher |
| Name: Chris Maher |
| Title: Authorized Signatory |
| |
| Fidelity Advisor Series I: Fidelity Advisor Growth Opportunities Fund |
| | |
| By: | /s/ Chris Maher |
| Name: Chris Maher |
| Title: Authorized Signatory |
| | |
| Fidelity Advisor Series I: Fidelity Advisor Series Growth Opportunities Fund |
| |
| By: | /s/ Chris Maher |
| Name: Chris Maher |
| Title: Authorized Signatory |
[Signature Page to Amendment to Note Purchase Agreement]
| | | | | | | | |
| Lenders: |
| | |
| Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund |
| |
| By: | /s/ Chris Maher |
| Name: Chris Maher |
| Title: Authorized Signatory |
| |
| Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund |
| | |
| By: | /s/ Chris Maher |
| Name: Chris Maher |
| Title: Authorized Signatory |
| |
| Fidelity Growth Company Commingled Pool |
| | |
| By: Fidelity Management Trust Company, as Trustee |
| | |
| By: | /s/ Chris Maher |
| Name: Chris Maher |
| Title: Authorized Signatory |
| | |
| Fidelity Mt. Vernon Street Trust: Fidelity Growth Company K6 Fund |
| |
| By: | /s/ Chris Maher |
| Name: Chris Maher |
| Title: Authorized Signatory |
[Signature Page to Amendment to Note Purchase Agreement]
| | | | | | | | |
| Lenders: |
| | |
| GV 2019, L.P. |
| |
| By: GV 2019 GP, L.P., its General Partner |
| | |
| By: GV 2019 GP, L.L.C., its General Partner |
| | |
| By: | /s/ Kim Burr |
| Name: Kim Burr |
| Title: Authorized Signatory |
[Signature Page to Amendment to Note Purchase Agreement]
| | | | | | | | |
| Lenders: |
| | |
| Salix Investments, LLC |
| | |
| By: | /s/ Greg Nelson |
| Name: Greg Nelson |
| Title: President |
[Signature Page to Amendment to Note Purchase Agreement]