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StockItOut

04/24/22 2:58 AM

#15108 RE: quester614 #15105

You need to understand what 'pro rata' means, or if you do already then to discern correctly. Seems you're fishing hard. Here's why nothing is biting:

9.2,1 does not say everything goes back to XTI. Rather it references only intellectual property and other JV assets that must be returned to XTI Aircraft..

Did you then consider 9.2.2 immediately following 9.2.1? "In exchange for Xeriant's interest in the JV..."
Xeriant gets 10% of XTI, or pro rata equivalent to the proportional amount of under $10M total funded by Xeriant.

2.2 redacted part is minor, it's a timeline, subject to a timeline and potential or actual conditions. Nothing that 'gives it all' from Xeriant to XTI, or that gives XTI common shares back to XTI.

To your concern about 3.1.1, is unwarranted; this needs majority of the Management Committee to agree to changes, and 3.3.1 and 3.3.5 requires 100% all in agreement for changes to the budget or the Agreement.

You're over reading. Xeriant would not be so stupid to be a lackey-only relationship to Xeriant supplying Million$ of dollars, and being a 50/50 owner of the Eco-Aero JV Agreement.

And to 11.16, Yes, for three years total or longer Xeriant cannot compete in the evtol or hybrid vtol space. Xeriant's flagship flying machine is not Halo, it's the TriFan 600, where Xeriant will own 10% of XTI Aircraft, or potentially 20% should XTI do financing on its own and should Xeriant subsequently want to buy more of XTI Aircraft.

StockItOut

04/24/22 8:35 AM

#15111 RE: quester614 #15105

"In exchange for Xeriant's interest in the JV..."

Not, "In exchange for Xeriant's financing of up to $10M."

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No, the XTI Aircraft common shares exist already and have not been developed from or as result of the Eco-Aero JV Agreement.

Section 6 addresses XTI providing Xeriant the option and right to participate in any XTI liquidity financing up to 10% or pro rata share of its JV funding amount. Normal, that this option and right as no longer available in the event of Liquidity Event, Acceleration Event, or Cancellation Event as discussed in Section 9, entitled Termination, Dissolution and Winding-Up of the JV.

This Eco-Aero JV is co-owned. It is mutual.

Lawyers wrote it.

IMPORTANT: ""In exchange for Xeriant's interest in the JV..."


Smartypants2

04/24/22 9:29 AM

#15115 RE: quester614 #15105

So this is all based on pure speculation as what a redacted portion of a the XTI JV Agreement may or may not say. But it "seems" to be about something that could potentially be negative, so why not jump to the worst possible conclusion?