securitiesCapital Lending, and property(B) a Series E warrant to purchase 1,000,000 shares of Common Stock to CH Capital Lending (the “Term Loan Warrants”), (ii) the Company agreed, subject to approval of its board of directors, to create a series of preferred stock, to be known as 7.00% Series C Convertible Preferred Stock (“Series C Preferred Stock”), and, upon the request of CH Capital Lending, exchange each share of the Company’s 7.00% Series B Convertible Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”), that is held by CH Capital Lending for one share of Series C Preferred Stock, and (iii) the Company and CH Capital Lending amended and restated the Series C Warrants and Series D Warrants that the Company issued to CH Capital Lending to extend the term to March 1, 2027 and subject the exercise price to a weighted-average antidilution adjustment.
The Term Loan Warrants have an exercise price of $1.50 per share, subject to adjustment. The exercise price is subject to a weighted-average antidilution adjustment. The Term Loan Warrants may be available for issuance under the Plan. In order to prevent dilution or enlargement of the rights of participants, the Committee may also adjust the number, kind,exercised from and exercise price or grant price of securities or other propertyafter March 1, 2023, subject to outstanding awards.
Eligible Participants
Awards maycertain terms and conditions set forth in the Term Loan Warrants. Unexercised Term Loan Warrants will expire on March 1, 2027. The Term Loan Warrants shall be granted to employees, non-employee directors and consultantscancelled without any further action on the part of the Company or any of its subsidiaries. A “consultant” for purposes of the Plan is one who renders services toholder, in the event that the Company repays in full on or its subsidiaries that are not in connectionbefore March 1, 2023, the Term Loan.
First Amended and Restated Promissory Note with IRG, LLC
On November 23, 2021, the offer and sale of its securities inCompany issued to Industrial Realty Group, LLC (“Original Lender”) a capital raising transaction and do not directly or indirectly promote or maintain a market for its securities. As of April 8, 2021, there were approximately 32 employees and 10 non-employee directors eligible to participatepromissory note in the Plan.original principal amount of $8,500,000 (the “Original Note”). Pursuant to an Assignment of Promissory Note, dated March 1, 2022, Original Lender assigned (a) a one-half (½) interest in the Original Note to IRG, LLC (the “IRG Split Note”) and (b) a one-half (½) interest in the Original Note to JKP Financial, LLC (the “JKP Split Note”).
Types of Awards
The Plan will permitOn March 1, 2022, the Company entered into a First Amended and Restated Promissory Note with IRG, LLC, which amends and restates the IRG Split Note (the “Amended Assigned IRG Note”). The Amended Assigned IRG Note extended the maturity to grant non-statutoryMarch 31, 2024. Under the Amended Assigned IRG Note, the principal and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards and other stock based awards. Awards may be granted either alone or in addition to or in tandem with any other type of award.
Stock Options. Stock options entitle the holder to purchase a specified number ofaccrued interest are convertible into shares of Common Stock at a specifiedconversion price whichof $1.50, subject to adjustment. The conversion price is calledsubject to a weighted-average antidilution adjustment. The principal amount of the Amended Assigned IRG Note is $4,273,543.46.
As part of the consideration for the Amended Assigned IRG Note, the Company issued in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act: (i) 125,000 shares of Common Stock to IRG, LLC, and (ii) a Series E Warrant to purchase 500,000 shares of Common Stock to IRG, LLC (the “IRG Split Note Warrants”).
The IRG Split Note Warrants have an exercise price of $1.50 per share, subject to theadjustment. The exercise price is subject to a weighted-average antidilution adjustment. The IRG Split Note Warrants may be exercised from and after March 1, 2023, subject to certain terms and conditions ofset forth in the stock option grant.IRG Split Note Warrants. Unexercised IRG Split Note Warrants will expire on March 1, 2027. The Plan permitsIRG Split Note Warrants shall be cancelled without any further action on the grant of both non-statutory and incentive stock options. Incentive stock options may be granted solely to eligible employeespart of the Company or its subsidiary. Each stock option granted under the Plan must be evidenced by an award agreementholder, in the event that specifies the exercise price,Company repays in full, on or before March 1, 2023, the term,Amended Assigned IRG Note.
First Amended and Restated Promissory Note with JKP Financial, LLC
On March 1, 2022, the number of shares underlyingCompany entered into a First Amended and Restated Promissory Note with JKP Financial, LLC, which amends and restates the stock option,JKP Split Note (the “Amended Assigned JKP Note”). The Amended Assigned JKP Note extended the vestingmaturity to March 31, 2024. Under the Amended Assigned JKP Note, the principal and any other conditions. The exercise price of each stock option granted under the Plan must be at least 100% of the fair market value of a share of Common Stock as of the date the award is granted to a participant. Fair market value under the plan means, unless otherwise determined by the Committee, the closing sale price of Common Stock, as reported on The Nasdaq Capital Market (“Nasdaq”), on the grant date. The Committee will fix the terms and conditions of each stock option, subject to certain restrictions, such as a ten-year maximum term.
Stock Appreciation Rights. A stock appreciation right, or SAR, is a right granted to receive payment of cash, stock or a combination of both, equal to the excess of the fair market value ofaccrued interest are convertible into shares of Common Stock on the exercise date over the grantat a conversion price of such shares. Each SAR granted must be evidenced by an award agreement that specifies the grant$1.09, subject to adjustment. The conversion price the term, and such other provisions as the Committee may determine. The grant price of a SAR must be at least 100% of the fair market value of Common Stock on the date of grant. The Committee will fix the term of each SAR, but SARs granted under the Plan will not be exercisable more than 10 years after the date the SAR is granted.
Restricted Stock Awards, Restricted Stock Units and Deferred Stock Units. Restricted stock awards, restricted stock units, or RSUs, and/or deferred stock units may be granted under the Plan. A restricted stock award is an award of Common Stock that is subject to restrictions on transfer and riska weighted-average antidilution adjustment. The principal amount of forfeiture upon certain events, typically including terminationthe Amended Assigned JKP Note is $4,273,543.46.
As part of service. RSUs or deferred stock units are similarthe consideration for the Amended Assigned JKP Note, the Company issued in a transaction exempt from registration pursuant to restricted stock awards except that no shares are actually awarded toSection 4(a)(2) of the participant on the grant date. Deferred stock units permit the holder to receiveSecurities Act: (i) 125,000 shares of Common Stock or the equivalent value in cash or other property atto JKP Financial, LLC, and (ii) a future time as determined by the Committee. The Committee will determine, and set forth in an award agreement, the period of restriction, the number of shares of restricted stock awards or the number of RSUs or deferred stock units granted, the time of payment for deferred stock units and other such conditions or restrictions.
Performance Awards. Performance awards, in the form of cash,Series F Warrant to purchase 500,000 shares of Common Stock other awards orto JKP Financial, LLC (the “JKP Split Note Warrants”).
The JKP Split Note Warrants have an exercise price of $1.09 per share, subject to adjustment. The exercise price is subject to a combination of both,weighted-average antidilution adjustment. The JKP Split Note Warrants may be granted under the Plan in such amounts and upon such terms as the Committee may determine. The Committee shall determine, and set forth in an award agreement, the amount of cash and/or number of shares or other awards, the performance goals, the performance periods and other terms and conditions. The extent to which the participant achieves his or her performance goals during the applicable performance period will determine the amount of cash and/or number of shares or other awards earned by the participant.
Non-Employee Director Awards. The Committee at any time and from time to time may approve resolutions providing for the automatic grant to non-employee directors of non-statutory stock options or SARs. Theexercised