Common use of Authorized and Issued Securities Clause in Contracts

Authorized and Issued Securities. The authorized capital stock of the Company consists of 26,000,000 shares of Company Common Stock and 12,058,512 shares of Company Preferred Stock, of which 2,531,319 shares are designated as Series A Preferred Stock, 4,537,636 shares are designated as Series A-1 Preferred Stock and 4,989,557 shares are designated as Series B Preferred Stock. The capitalization of the Company is as follows (other than shares of Company Capital Stock issued upon exercise of Company Options or Company Warrants set forth below or Company Common Stock issued upon conversion of Company Preferred Stock set forth below, in each case occurring between the Agreement Date and the Closing Date): (a) 6,064,727 shares of Company Common Stock are issued and outstanding, (b) no shares of Company Common Stock are held by the Company in its treasury, (c) 1,792,301 shares of Company Common Stock are subject to outstanding options under the Company Option Plan (i.e., the Company Options), (d) no outstanding options have been issued outside the Company Option Plan, (e) 2,268,819 shares of Company Common Stock are subject to the Company Warrants, (f) 12,058,512 shares of Company Preferred Stock are issued and outstanding, of which 2,531,319 shares are Series A Preferred Stock, 4,537,636 shares are Series A-1 Preferred Stock and 4,989,557 shares are Series B Preferred Stock, (g) no shares of Company Preferred Stock are subject to Company Options or Company Warrants, and (h) a sufficient number of each class and series of shares of Company Capital Stock is available for issuance upon exercise of outstanding Company Options and Company Warrants and upon conversion of the Company Preferred Stock into Company Common Stock. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. Except as set forth in this Section 3.3.1, there are no, and as of the Effective Time there shall be no, shares of Company Capital Stock, voting securities or equity interests of the Company issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of capital stock, voting securities or equity interests of the Company, including any representing the right to purchase or otherwise receive any Company Capital Stock (other than shares of Company Capital Stock issued upon exercise of Company Options or Company Warrants set forth above or Company Common Stock issued upon conversion of Company Preferred Stock set forth above, in each case occurring between the Agreement Date and the Closing Date).

Authorized and Issued Securities. The authorized capital stock of the Company consists of 26,000,000 15,700,000 shares of Company Common Stock and 12,058,512 4,459,633 shares of Company Preferred Stock, all of which 2,531,319 shares are designated as Series A Preferred Stock, 4,537,636 shares are designated as Series A-1 Preferred Stock and 4,989,557 shares are designated as Series B Seed Preferred Stock. The capitalization of the Company is as follows follows: (other than shares of Company Capital Stock issued upon exercise of Company Options or Company Warrants set forth below or Company Common Stock issued upon conversion of Company Preferred Stock set forth below, in each case occurring between the Agreement Date and the Closing Date): (ai) 6,064,727 8,500,000 shares of Company Common Stock are issued and outstanding, (bii) no shares of Company Common Stock are held by the Company in its treasury, (ciii) 1,792,301 1,553,722 shares of Company Common Stock are subject to outstanding options under the Company Option Plan (i.e., the Company Options), 744,428 shares of which are subject to Vested Company Options and 809,294 shares of which are subject to Company Options that are not Vested Company Options, (div) no outstanding options have been issued outside the Company Option Plan, (ev) 2,268,819 shares of Company Common Stock are subject to the Company Warrants, (f) 12,058,512 4,074,251 shares of Company Preferred Stock are issued and outstanding, all of which 2,531,319 shares are Series A Preferred Stock, 4,537,636 shares are Series A-1 Preferred Stock and 4,989,557 shares are Series B Seed Preferred Stock, (gvi) no shares of Company Preferred Stock are subject to Company Options or Company WarrantsOptions, and (hvii) a sufficient number of each class and series of shares of Company Capital Stock is available for issuance upon exercise of outstanding Company Options and Company Warrants and upon conversion of the Company Preferred Stock into Company Common Stock. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. Except as set forth in this Section 3.3.14.3(a), there are no, and as of the Effective Time Closing there shall be no, shares of Company Capital Stock, voting securities or equity interests of the Company issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of capital stock, voting securities or equity interests of the Company, including any representing the right to purchase or otherwise receive any Company Capital Stock (other than shares of Company Capital Stock issued upon exercise of Company Options or Company Warrants set forth above or Company Common Stock issued upon conversion of Company Preferred Stock set forth above, in each case occurring between the Agreement Date and the Closing Date)Stock.

Authorized and Issued Securities. (a) The authorized capital stock of the Company consists of 26,000,000 1,500,000 shares of Company Common Stock and 12,058,512 1,470,314 shares of Company Preferred Stock, . The Company holds no shares of which 2,531,319 shares are designated as Series A Preferred Stock, 4,537,636 shares are designated as Series A-1 Preferred Company Capital Stock and 4,989,557 shares are designated as Series B Preferred Stockin its treasury. The capitalization of the Company is as follows (other than shares of Company Capital Stock issued upon exercise of Company Options or Company Warrants set forth below or Company Common Stock issued upon conversion of Company Preferred Stock set forth below, in each case occurring between the Agreement Date and the Closing Date): is as follows: (ai) 6,064,727 28,643 shares of Company Common Stock are issued and outstanding, (bii) no shares of Company Common Stock are held by the Company in its treasury, (c) 1,792,301 shares of Company Common Stock are subject to outstanding options under the Company Option Plan (i.e., the Company Options), (d) no outstanding options have been issued outside the Company Option Plan, (e) 2,268,819 shares of Company Common Stock are subject to the Company Warrants, (f) 12,058,512 1,164,636 shares of Company Preferred Stock are issued and outstanding, and (iii) outstanding Company Warrants to purchase up to 302,714 shares of which 2,531,319 shares are Series A Company Preferred Stock. Except as set forth in the preceding sentence, 4,537,636 shares as of the Agreement Date there are Series A-1 Preferred Stock and 4,989,557 shares are Series B Preferred Stock, (g) no shares of Company Preferred Stock are subject to Capital Stock, Company Options Options, Company Derivative Securities or voting securities or equity interests of the Company Warrants, and (h) of any kind issued or outstanding. The Company has reserved a sufficient number of each class and series of shares of Company Capital Stock is available for issuance upon exercise of outstanding Company Options and Warrants (including the shares of Company Warrants and Common Stock issuable upon conversion of the shares of Company Preferred Stock into issuable upon exercise of the Company Common Warrants) and conversion of outstanding shares of Company Preferred Stock. Each outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock. Except as set forth in this Section 3.3.1, there are no, and as of the Effective Time there shall be no, shares Each outstanding Company Warrant is exercisable into one share of Company Capital Preferred Stock, voting securities or equity interests of the Company issued and . All outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of capital stock, voting securities or equity interests of the Company, including any representing the right to purchase or otherwise receive any Company Capital Stock (other than shares of Company Capital Stock are represented by electronic certificates maintained on the Company's system hosted by Carta, Inc. (b) As of the Effective Time, the capitalization of the Company shall consist solely of Company Common Stock, with the number of shares issued upon and outstanding as set forth on the Consideration Payment Schedule, as a result of the exercise of Company Options or all Company Warrants set forth above or Company Common Stock issued upon and the conversion of all shares of Company Preferred Stock into Company Common Stock. Other than the shares of Company Common Stock set forth above, in each case occurring between the Agreement Date and the Closing Date).11

Authorized and Issued Securities. The authorized capital stock of the Company consists of 26,000,000 40,000,000 shares of Company Common Stock and 12,058,512 10,000,000 shares of Company Preferred Stock, of which 2,531,319 shares are designated as Series A Preferred Stock, 4,537,636 shares are designated as Series A-1 Preferred Stock and 4,989,557 shares are designated as Series B Preferred Stock. The capitalization of the Company is as follows (other than shares of Company Capital Stock issued upon exercise of Company Options or Company Warrants set forth below or Company Common Stock issued upon conversion of Company Preferred Stock set forth below, in each case occurring between the Agreement Date and the Closing Date): follows: (a) 6,064,727 3,625,000 shares of Company Common Stock are issued and outstanding, (b) no shares of Company Common Stock are held by the Company in its treasury, (c) 1,792,301 235,000 shares of Company Common Stock are subject to outstanding options under the Company Option Plan (i.e., the Company Options)Plan, (d) no outstanding options have been issued outside the Company Option Plan, (e) 2,268,819 shares of Company Common Stock are subject to the Company Warrants, (f) 12,058,512 901,000 shares of Company Preferred Stock are issued and outstanding, all of which 2,531,319 shares are designated as Series A Preferred Stock, 4,537,636 shares are Series A-1 Preferred Stock and 4,989,557 shares are Series B Preferred Stock, (gf) no shares of Company Preferred Stock are subject to outstanding options under the Company Options or Company Warrants, Option Plan and (hg) a sufficient number of each class and series of shares of Company Capital Common Stock is available for issuance upon exercise of outstanding options under the Company Options and Company Warrants Option Plan and upon conversion of the Company Preferred Stock into Company Common Stock. No Company Option has a per share exercise price that is greater than the Common Per Share Consideration. Each share of Company Preferred Stock is currently convertible into one share of Company Common Stock. Except as set forth in this Section 3.3.1, there are no, no and as of the Effective Time there shall be no, shares of Company Capital Stock, voting securities or equity interests of the Company issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of capital stock, voting securities or equity interests of the Company, including any representing the right to purchase or otherwise receive any Company Capital Stock (other than shares of Company Capital Stock issued upon exercise of Company Options or Company Warrants set forth above or Company Common Stock issued upon conversion of Company Preferred Stock set forth above, in each case occurring between the Agreement Date and the Closing Date)Stock.

Authorized and Issued Securities. The authorized capital stock of the Company consists of 26,000,000 4,500,000 shares of Company Common Stock and 12,058,512 1,331,310 shares of Company Preferred Stock, of which 2,531,319 shares are designated as Series A Preferred Stock, 4,537,636 shares are designated as Series A-1 Preferred Stock and 4,989,557 shares are designated as Series B Preferred Stock. The capitalization of the Company is as follows (other than shares of Company Capital Stock issued upon exercise of Company Options or Company Warrants set forth below or Company Common Stock issued upon conversion of Company Preferred Stock set forth below, in each case occurring between the Agreement Date and the Closing Date): follows: (a) 6,064,727 2,158,824 shares of Company Common Stock are issued and outstanding, (b) no shares of Company Common Stock are held by the Company in its treasury, (c) 1,792,301 1,331,310 shares of Company Common Stock are subject to outstanding options under the Company Option Plan (i.e., the Company Options)Plan, (d) no outstanding options have been issued outside the Company Option Plan, (e) 2,268,819 shares of Company Common Stock are subject to the Company Warrants, (f) 12,058,512 1,331,310 shares of Company Preferred Stock are issued and outstanding, 864,582 of which 2,531,319 shares are designated as Series A Preferred Stock, 4,537,636 shares are Series A-1 Seed-1 Preferred Stock and 4,989,557 shares 466,728 of which are designated as Series B Seed-2 Preferred Stock, (gf) no shares of Company Preferred Stock are subject to outstanding options under the Company Options or Company Warrants, Option Plan and (hg) a sufficient number of each class and series of shares of Company Capital Common Stock is available for issuance upon exercise of outstanding options under the Company Options and Company Warrants Option Plan and upon conversion of the Company Preferred Stock into Company Common Stock. No Company Option has a per share exercise price that is greater than the Per Share Consideration. Each share of Company Preferred Stock is currently convertible into one share of Company Common Stock. Except as set forth in this Section 3.3.1, there are no, no and as of the Effective Time there shall be no, shares of Company Capital Stock, voting securities or equity interests of the Company issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of capital stock, voting securities or equity interests of the Company, including any representing the right to purchase or otherwise receive any Company Capital Stock (other than shares of Company Capital Stock issued upon exercise of Company Options or Company Warrants set forth above or Company Common Stock issued upon conversion of Company Preferred Stock set forth above, in each case occurring between the Agreement Date and the Closing Date)Stock.