Series Seed Preferred Unit Financing
On May 4, 2015, Legacy BTX entered into the Preferred Unit Purchase Agreement, pursuant to which Legacy BTX sold to the Perry Trust an aggregate of
1,066,667 Series Seed Preferred Units at a purchase price of $1.875 per share.
Convertible Note Financings
From February 24, 2017 to May 22, 2018, Legacy BTX issued and sold convertible promissory notes in the aggregate principal amount of $7,800,000 to
the Perry Trust. Such notes together with accrued interest were converted into Series A Preferred Units on August 27, 2018 as described below. From July 9, 2019 to July 19, 2020, Legacy BTX issued and sold convertible promissory notes
to the following affiliates of David Perry and his immediate family members: $7,650,000 in aggregate principal amount to the Perry Trust and $1,000,000 in principal amount to Belinda Barclay-White. Such notes together with accrued interest were
exchanged for SAFEs (as defined below) on August 14, 2020 as described below.
Series A Preferred Unit Financings
On December 2, 2015, Legacy BTX entered into the Series A Preferred Unit Purchase Agreement, pursuant to which Legacy BTX sold to the Perry Trust an
aggregate of 1,351,048 Series A Preferred Units at a purchase price of $4.441 per unit.
On August 27, 2018, Legacy BTX entered into the Series A
Preferred Unit Purchase Agreement, as amended, pursuant to which Legacy BTX sold to Series A Preferred Units at a purchase price of $4.441 per units to the following affiliates of David Perry or his immediate family members: 3,399,056 units to the
Perry Trust; 5,630 units to Allison Perry, Trustee of the Allison Perry Trust; 22,518 units to Pensus Limited Trust FBO Georgianna Maule-Ffinch; 11,259 units to Pensus Limited Trust FBO Ashleigh Maule-Ffinch; and 4,504 units to Belinda
Barclay-White. The Perry Trust paid $8,195,199 of the purchase price for such Series A Preferred Units via conversion of its then-outstanding convertible promissory notes.
SAFE Financings
From August 14, 2020 to
September 7, 2021, Legacy BTX issued Simple Agreements for Future Equity, as amended, or SAFEs, to the following affiliates of David Perry or his immediate family members: $22,101,878 in aggregate purchase amount to the Perry Trust and
$1,015,738 in purchase amount to Belinda Barclay-White. Of such SAFEs, $8,672,617 were issued upon the exchange of then-outstanding convertible promissory notes as described above.
From August 24, 2020 to September 7, 2021, Legacy BTX issued SAFEs to Andrew Armanino, a director, or the following affiliates of Andrew Armanino or
his immediate family members: $100,000 in purchase amount to the Andrew J. Armanino III and Denise M. Armanino Family Trust, $100,000 in purchase amount to Matt Armanino, and $300,000 in purchase amount to Andrew Armanino. Of such SAFEs, $300,000
were issued upon the exchange of then-outstanding convertible promissory notes as described above.
From April 7, 2021 to September 9, 2021,
Legacy BTX sold and issued SAFEs to the following other related parties: $250,000 in purchase amount to Geoffrey M. Parker and Jill G. Parker Rev Trust, an affiliate of Geoffrey M. Parker, a director.
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