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db7

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Alias Born 09/02/2003

db7

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Re: db7 post# 368

Monday, 11/06/2023 5:13:18 PM

Monday, November 06, 2023 5:13:18 PM

Post# of 383
also in that link:

"

We may be subject to a Liquidation Premium Claim as a result of the Chapter 11 proceedings.
The terms of the Convertible Notes provide that prior to the maturity date, in the event of a liquidation or sale of the Company, the Company would be required to pay to the holders of Convertible Notes, in lieu of paying the principal amount of the Convertible Notes, the greater of (i) 150% of the principal balance of the Convertible Notes or (ii) the consideration that the holders would have received had the holders elected to convert the Convertible Notes into common stock immediately prior to such liquidation event (the “Liquidation Premium”). As set forth in the final cash collateral order in the Chapter 11 proceedings, the Cowen Parties, who hold approximately 98% of the outstanding aggregate principal amount of the Convertible Notes, have reserved the right to assert a claim for the Liquidation Premium (“Liquidation Premium Claim”). The Cowen Parties are required to file a master proof of claim in the Chapter 11 proceedings, which may include the Liquidation Premium Claim, by no later than November 15, 2023. While we believe that no Liquidation Premium has been triggered or could be triggered in the future by the commencement and prosecution of the Chapter 11 proceedings, there is a risk that the Cowen Parties assert a Liquidation Premium Claim and that the adjudication of any such claim may be unfavorable to the Company, resulting in increased claims against the Company in the amount of the Liquidation Premium.

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