Qualified Convertible Security. Refers to any security exchangeable for, redeemable for or convertible into Class A Common Stock; provided, however, that, none of the following shall constitute a Qualified Convertible Security: a) any security issued pursuant to an agreement executed at least 12 or 24 months (as applicable) after the Initial Closing; b) restricted share or restricted share units, or options to employees, officers or directors of the Company
... pursuant to any share or option plan duly adopted for such purpose; c) any security initially issued in a primary offering registered under the Securities Act, provided that no such security was directly offered in such primary offering to a Strategic Partner or any warrants issued to a commercial party pursuant to a commercial agreement with an exercise price no less than $5.75 (as proportionately increased or decreased as necessary to reflect the proportionate change in the shares of Class A Common Stock as a result of any stock dividends, stock splits, recapitalizations, combinations, consolidations or the like); and d) any security sold only to purchasers that are either an Investment Company or Covered Company (as defined in 17 C.F.R. Part 270.3c-5); provided, however, that: i. no such purchaser is a Strategic Partner or an Affiliate of a Strategic Partner; ii. no such purchaser beneficially owns in excess of 10% of a Strategic Partner; and iii. no such purchaser is purchasing such security with a view of distribution to a Strategic Partner or any Person that beneficially owns in excess of 10% of a Strategic Partner.
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