The Notes shall only be issued if the following, cumulative, conditions precedent to the subscription of Spreds Finance to the Capital Increase of SAFOME as listed below are fulfilled within 6 months of the Closing Date:
- The pre money valuation of SAFOME does not exceed €800,000.
- Spreds Finance participates in the Capital Increase for an amount equal to the result of the subscription to the Notes of the Foodiz 1A Compartment.
Furthermore, Spreds Finance is granted a tag along right with regards to one or more shareholders of SAFOME in the sense that, in case of transfer of shares by the designated shareholder (including the sale, transfer, exchange, etc. of shares) Spreds Finance will be able to transfer its shares in SAFOME at the same time, in the same proportion and under the same conditions.
Spreds Finance checks if such conditions precedent are fulfilled at the latest 6 months after the Closing Date (“Effective Date”). In case one or several of these conditions is not fulfilled on the Effective Date, the Notes will not be issued and the Investors will be reimbursed their respective Subscription Amount no later than 15 business days from the Effective Date.
SAFOME does not guarantee that the minimum amount planned for the Capital Increase, which is €50,000, will enable it to survive for at least six months, if it does not have any turnover.