Milestone 3

Milestone 3. Means achievement of annual Net Sales of at least $55,000,000 during any calendar year ending on or before December 31, 2024.

Milestone 3. (iii) Subject to Section 1.3(d) below, (A) [***] shares of Series A Preferred Stock at the Purchase Price on the certification by the Board (as confirmed by ATAI, which confirmation not to be unreasonably withheld) that the events specified under "Milestone 3 First Tranche" in Exhibit I have occurred ("Milestone 3 First Tranche"), (B) [***] shares of Series A Preferred Stock at the Purchase Price on the certification by the Board (as confirmed by ATAI, which confirmation not to be unreasonably... withheld) that the events specified under "Milestone 3 Second Tranche" in Exhibit I have occurred ("Milestone 3 Second Tranche") and (C) [***] shares of Series A Preferred Stock at the Purchase Price on the certification by the Board (as confirmed by ATAI, which confirmation not to be unreasonably withheld) that the events specified under "Milestone 3 Third Tranche" in Exhibit I have occurred ("Milestone 3 Third Tranche", collectively with Milestone 3 First Tranche and Milestone 3 Second Tranche, "Milestone 3"; and, Milestone 3 together with Milestone 1 and Milestone 2, the "Milestones"); provided however, ATAI shall have the right, but not the obligation, to make payment for up to [***] of the Milestone Shares at any time upon notice to the Company, irrespective of the achievement of any Milestone and, upon such payment, the Company shall instruct the Escrow Agent to release to ATAI the corresponding number of Escrow Shares. For the avoidance of doubt the Parties hereby acknowledge and agree that the issuance of any additional shares directly, or upon conversion of the Convertible Notes (as hereinafter defined), associated with any Additional Funding (as hereinafter defined) would be effected without prejudice or detriment to the Second Warrant or the shares of Series A Preferred Stock issued pursuant thereto. View More