I have said before that if the $1mil down payment wasn't made then technically all contributions made by XERI were voluntary (sole discretion) and we agree that the full 10% was never met. If XERI had then they would have completed the terms of the agreement. Since they did not complete the full contribution they didn't correct the original default from the beginning.
BTW you must have already known everything I just pointed out. You did read the JV agreement. I did point most of this out before when this all got started
Why have you not brought up that XERI was supposed to get the full 10% even if they didn't $10 mil. Why is it only $5.4 mil worth of stock. LOLOLOL
For purposes of this Participation Right, Xeriant’s Pro Rata Share shall be deemed to be the full 10% even if Xeriant had not then contributed the full Intended Contribution if at the time of the applicable XTI equity financing Xeriant had contributed all of the capital it was obligated to contribute pursuant to Section 4.3.2 and the Budget. XTI agrees to take any and all action, or to cause such action to be taken, as is reasonably necessary or appropriate to allow Xeriant to participate in any Equity Financing in accordance with the provisions of this Agreement and to maintain the Xeriant Pro Rata Share. For the avoidance of doubt, this Participation Right is intended to give Xeriant the right to purchase its share of any interim financing(s) but does not apply to a Liquidity Event, as defined in Section 2.2 above, that triggers the issuance of Xeriant’s Pro Rata Share pursuant to Section 9.2.2 below. to get the full 10% pro rata even if the DIDN'T contribute the full $10 mil. Now it's only 5.4, why???
4.3.2 and the Budget, then Xeriant, at its sole discretion, may contribute to the JV any shortfall in the full Intended Contribution, in which case, Xeriant shall be entitled to the full 10%. The resulting interest of Xeriant in XTI is referred to herein as the Pro Rata Share. If the triggering event under this Section 9.2.2 is a Financing Transaction and if such Financing Transaction was not a single closing but a series of closings, then the date on which the Company’s fully diluted common stock shall be calculated is the date just before the first closing of such Financing Transaction.
9.2.2.????????Issuance of XTI Securities. In exchange for Xeriant’s interest in the JV, XTI shall issue to Xeriant shares of XTI’s Common Stock equal to 10% of its fully diluted issued and outstanding common stock immediately prior to the event which gave rise to the Liquidity Event, Acceleration Event or Completion Event, as the case may be; provided, however, that (a) if Xeriant has not made the full Intended Contribution for any reason, including because the Liquidity Event, Acceleration Event or Completion Event occurred before the obligation of Xeriant to make some portion of such contribution(s) arose, the percentage shall be reduced pro rata based upon the amount that the contribution actually made by Xeriant bears to the Intended Contribution, and provided further that (b) if Xeriant had contributed all of the capital it was obligated to contribute, at the time it was obligated to make each such contribution, pursuant to Section 4.3.2 and the Budget, then Xeriant, at its sole discretion, may contribute to the JV any shortfall in the full Intended Contribution, in which case, Xeriant shall be entitled to the full 10%. The resulting interest of Xeriant in XTI is referred to herein as the Pro Rata Share. If the triggering event under this Section 9.2.2 is a Financing Transaction and if such Financing Transaction was not a single closing but a series of closings, then the date on which the Company’s fully diluted common stock shall be calculated is the date just before the first closing of such Financing Transaction.
