On December 13, 2023 Mynd.ai, Inc. closed the transaction. The Company issued an aggregate of $65,000,000 principal amount of senior secured convertible notes. The Notes will bear cash interest at the rate of 5% per annum and PIK interest at the rate of 5% per annum payable by issuing additional notes.

Both the cash interest and PIK interest will be paid semiannually, provided that the Company has repaid 12-month cash interest to ACP on the Closing Date. Upon the continuation of an Event of Default as defined in the Notes, the Notes shall become immediately due and payable and all unpaid principal, together with all accrued and unpaid interest and the applicable Make Whole Premium, shall be due and payable. If any amount payable under the Notes is not paid on its due date, additional 2% per annum will be added to the cash interest rate.

The Notes will mature on December 13, 2028, unless earlier converted, redeemed or repurchased. The Notes are convertible at the option of the holder at any time until the outstanding principal amount has been paid in full. Subject to terms of Notes, at the option of the holders of the Notes, the ordinary shares deliverable upon conversion of the Notes may be delivered in the form of the it's ADSs.

The Notes will be redeemable following the third anniversary of Closing Date by the Company, in whole or in part, at a redemption price equal to the outstanding principal amount plus accrued and unpaid interest and plus certain make whole premiums as specified in the Notes. The Notes are guaranteed by Promethean World Limited, a wholly-owned subsidiary of eLMTree, and secured by all the shares of Promethean. The initial conversion rate per $1,000 principal amount of the Notes shall be equal to the product of (i) $1,000 divided by (ii) the initial conversion price of $2.0226, such initial conversion price being subject to adjustments as provided in the Notes, the conversion price shall be adjusted to 115% of such Reference Price.

If during the 12 months preceding a Reset Date there is more than one consecutive 40-trading day period when the volume weighted average closing price is below 85% of the initial conversion price, then the conversion price for the applicable Reset Date shall be calculated based on the lower of (i) the volume weighted average closing price of the most recent applicable 40- trading day period and (ii) the average volume weighted average closing price for all applicable 40-trading day periods within the most recent 6 months. Notwithstanding the foregoing, in no event shall the conversion price be lower than 60% of the initial conversion price.