EX-10.11
from 10-K
4 pages
Events of Default the Definitive Documentation Will Include Customary Events of Default Including: (I) Failure to Pay Any Amounts Due and Payable That Are Not Paid Within 10 Days After They Become Due and Payable, (II) Any Failure by the Company to Perform or Any Default in the Performance of the Company on the Terms of the Definitive Documentation That Continues for a Period of Thirty (30) Days After Receiving Notice From Lender of Such Failure to Perform or Default in Performance, and (III) Company Becomes Insolvent or Files for Bankruptcy. Equity Kicker in Consideration for the Loan, Lender Shall Be Entitled to an “Equity Kicker.” the Equity Kicker Shall Consist of Shares of Company’s Common Stock. Lender Is Informed by the Company That the Borrower Is Contemplating a Private Placement Offering of Its Securities, With or Without a Placement Agent, and That the Terms of Such Private Placement Are Presently Undergoing Final Negotiation (The “Private Placement”). Company Shall Issue New Fully-Paid and Non- Assessable Shares of Company’s Common Stock (Plus Attached Warrants, if Applicable) to Lender in the Amount of $3,500,000 (Two Times the Principal Loan Amount), to Be Issued on the Earlier of (I) Such Private Placement Closing Date (In Which Case the Shares Shall Be Issued on No Less Favorable Terms Than the Shares Issued in Such Private Placement) and (II) the Loan Maturity Date. Shares to Be Issued Will Be Determined by Dividing (I) $3,500,000 by (II) the Lower of (A) Closing Price of SDST Common Stock on the Date of Issuance and (B) 30-Day Trailing Vwap of Shares of Company’s Common Stock Trading on NASDAQ; Provided That the Minimum Number of Shares of Company’s Common Stock Issued as a Result of This Equity Kicker Shall Be No Less Than 500,000 Shares
12/34/56