in regard to outreach, marketing and growth initiatives for the Company and EveryLife. Pursuant to the consulting agreement, 30,000 RSUs vested on November 29, 2023, 60,000 RSUs would vest on May 3, 2024, and 30,000 RSUs would vest on November 1, 2024. On February 27, 2024, Mr. Ayers forfeited for no consideration, the 60,000 RSUs that were to vest on May 3, 2024. In connection with the execution of this agreement, the C6 — EveryLife Consulting Agreement was terminated.
On August 9, 2024, we entered into a consulting agreement with Donald J. Trump, Jr., pursuant to which Mr. Trump is entitled to receive $42,000 per month and was granted 100,000 RSUs, in connection with consulting services provided to the Company. Pursuant to the consulting agreement, the RSU grant vested in full on August 13, 2025. The initial term of the consulting agreement is 12 months from the date of the agreement (the “Initial Term”), and following the Initial Term, the consulting agreement is automatically renewable on a month-to-month basis, as is determined by the Company and Mr. Trump.
Private Placement Notes
On March 13, 2024, the Company entered into convertible note purchase agreements (“March Convertible Note Purchase Agreements”) for the purchase of $10,000,000 of 9.75% convertible notes (the “March Private Placement Notes”) by affiliates of PSQ board member Davis Pilot III (together, the “Note Purchasers”). Concurrent with the execution of the March Convertible Note Purchase Agreements, the proceeds were deposited into an escrow account. The March Private Placement Notes were issued, and the proceeds released to the Company from the escrow account, following stockholder approval of the issuance of the March Private Placement Notes and the shares issuable upon conversion of the March Private Placement Notes (the “March Private Placement Note Securities”). The Company’s stockholders approved the issuance of the March Private Placement Notes and the March Private Placement Note Securities as part of the annual stockholder meeting in April 2024 and the funds were received May 3, 2024.
On August 13, 2024, the Company entered into a second series of convertible note purchase agreements (“August Convertible Note Purchase Agreements” and, together with the March Convertible Note Purchase Agreements, the “Convertible Note Purchase Agreements”) for the purchase of $10,000,000 of 9.75% convertible notes (the “August Private Placement Notes” and, together with the March Private Placement Notes, the “Private Placement Notes”) by the Note Purchasers. The Company’s Board approved the issuance of the shares underlying the August Private Placement Notes (the “August Private Placement Note Securities” and, together with the March Private Placement Note Securities, the “Private Placement Note Securities”) as part of a unanimous written consent dated August 13, 2024.
The Note Purchasers also entered into registration rights agreements (the “Private Placement Registration Rights Agreements”) with the Company, pursuant to which, among other things, the Company will be obligated to file a registration statement to register the resale of the Private Placement Note Securities within a certain period after the closing of the Convertible Note Purchase Agreements, upon demand by holders of a majority of the registrable securities. The Private Placement Registration Rights Agreements also provide for certain additional demand registration and “piggy-back” registration rights, subject to certain requirements and conditions.
The Note Purchasers also entered into lock-up agreements pursuant to which they will be subject to trading restrictions and restrictions against selling short or hedging Company securities for a period of 12 months after the closing of each Convertible Note Purchase Agreement (the “Note Purchaser Lock-Up Agreements”).
As a condition to the willingness of the Note Purchasers to enter into the March Convertible Note Purchase Agreements, Michael Seifert, our former Chief Executive Officer, President, and Chairman, and the Note Purchasers entered into a stockholder support agreement (the “Stockholder Support Agreement”), pursuant to which Mr. Seifert agreed to support and to vote in favor of any proposals presented to holders of Company Class C common stock in connection with the March Convertible Note Purchase Agreements or the March Private Placement Notes.
The Private Placement Notes are convertible into Private Placement Note Securities at any time that the Private Placement Notes are outstanding at the option of the holder, at an initial Conversion Price of $4.63641, which conversion price shall automatically adjust for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary, combinations, recapitalization, reclassifications, extraordinary distributions or similar events. At the initial conversion price, the Private Placement Notes are convertible into an aggregate of approximately 2,156,842 shares of the Company’s Class A common stock.
