Common use of Capitalization of AIRO Group Clause in Contracts

Capitalization of AIRO Group. (a) The authorized capital stock of AIRO Group consists of twenty million (20,000,000) shares of common stock, par value $0.000001 per share, of which 17,230,303 shares are issued and outstanding as of the close of business on the date of this Agreement, all of which are directly owned by Holdings. (b) Except as disclosed on Section 5.8 of the Disclosure Schedules or in connection with the Other Business Combinations as set forth in Annex D, (i) no subscription, warrant, option, convertible or exchangeable security, or other right (contingent or otherwise) to purchase or otherwise acquire equity securities of AIRO Group is authorized or outstanding, and (ii) there is no commitment by AIRO Group to issue shares, subscriptions, warrants, options, convertible or exchangeable securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset, to repurchase or redeem any securities of AIRO Group or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security or other such right. There are no declared or accrued unpaid dividends with respect to any shares of AIRO Group common stock. (c) All issued and outstanding shares of AIRO Group common stock are (i) duly authorized, validly issued, fully paid and non-assessable; (ii) not subject to any preemptive rights created by statute, the AIRO Group organization documents or any agreement to which AIRO Group is a party; and (iii) free of any Encumbrances created by AIRO Group in respect thereof. All issued and outstanding shares of AIRO Group common stock were issued in compliance with applicable Law. (d) No outstanding AIRO Group common stock is subject to vesting or forfeiture rights or repurchase by AIRO Group. There are no outstanding or authorized stock appreciation, dividend equivalent, phantom stock, profit participation or other similar rights with respect to AIRO Group or any of its securities. (e) All distributions, dividends, repurchases and redemptions of the capital stock (or other equity interests) of AIRO Group were undertaken in compliance with the articles of incorporation, by-laws or other organizational documents of AIRO Group then in effect, any agreement to which AIRO Group then was a party and in compliance with applicable Law.

Capitalization of AIRO Group. (a) The authorized capital stock of AIRO Group consists of twenty million (20,000,000) shares of common stock, par value $0.000001 per share, of which 17,230,303 shares are issued and outstanding as of the close of business on the date of this Agreement, all of which are directly owned by Holdings. (b) Except as disclosed on Section 5.8 of the Disclosure Schedules or in connection with the Other Business Combinations as set forth in Annex D, (i) no subscription, warrant, option, convertible or exchangeable security, or other right (contingent or otherwise) to purchase or otherwise acquire equity securities of AIRO Group is authorized or outstanding, and (ii) there is no commitment by AIRO Group to issue shares, subscriptions, warrants, options, convertible or exchangeable securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset, to repurchase or redeem any securities of AIRO Group or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security or other such right. There are no declared or accrued unpaid dividends with respect to any shares of AIRO Group common stock. (c) All issued and outstanding shares of AIRO Group common stock are (i) duly authorized, validly issued, fully paid and non-assessable; (ii) not subject to any preemptive rights created by statute, the AIRO Group organization documents or any agreement to which AIRO Group is a party; and (iii) free of any Encumbrances created by AIRO Group in respect thereof. All issued and outstanding shares of AIRO Group common stock were issued in compliance with applicable Law. (d) No outstanding AIRO Group common stock is subject to vesting or forfeiture rights or repurchase by AIRO Group. There are no outstanding or authorized stock appreciation, dividend equivalent, phantom stock, profit participation or other similar rights with respect to AIRO Group or any of its securities. (e) All distributions, dividends, repurchases and redemptions of the capital stock (or other equity interests) of AIRO Group were undertaken in compliance with the articles of incorporation, by-laws or other organizational documents of AIRO Group then in effect, any agreement to which AIRO Group then was a party and in compliance with applicable Law.

Capitalization of AIRO Group. (a) The authorized capital stock of AIRO Group consists of twenty million (20,000,000) shares of common stock, par value $0.000001 per share, of which 17,230,303 shares are issued and outstanding as of the close of business on the date of this Agreement, all of which are directly owned by Holdings. (b) Except as disclosed on Section 5.8 of the Disclosure Schedules or in connection with the Other Business Combinations as set forth in Annex D, (i) no subscription, warrant, option, convertible or exchangeable security, or other right (contingent or otherwise) to purchase or otherwise acquire equity securities of AIRO Group is authorized or outstanding, and (ii) there is no commitment by AIRO Group to issue shares, subscriptions, warrants, options, convertible or exchangeable securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset, to repurchase or redeem any securities of AIRO Group or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security or other such right. There are no declared or accrued unpaid dividends with respect to any shares of AIRO Group common stock. (c) All issued and outstanding shares of AIRO Group common stock are (i) duly authorized, validly issued, fully paid and non-assessable; (ii) not subject to any preemptive rights created by statute, the AIRO Group organization documents or any agreement to which AIRO Group is a party; and (iii) free of any Encumbrances created by AIRO Group in respect thereof. All issued and outstanding shares of AIRO Group common stock were issued in compliance with applicable Law. (d) No outstanding AIRO Group common stock is subject to vesting or forfeiture rights or repurchase by AIRO Group. There are no outstanding or authorized stock appreciation, dividend equivalent, phantom stock, profit participation or other similar rights with respect to AIRO Group or any of its securities. (e) All distributions, dividends, repurchases and redemptions of the capital stock (or other equity interests) of AIRO Group were undertaken in compliance with the articles of incorporation, by-by- laws or other organizational documents of AIRO Group then in effect, any agreement to which AIRO Group then was a party and in compliance with applicable Law.

Capitalization of AIRO Group. (a) The authorized capital stock of AIRO Group consists of twenty million (20,000,000) shares of common stock, par value $0.000001 per share, of which 17,230,303 shares are issued and outstanding as of the close of business on the date of this Agreement, all of which are directly owned by Holdings. (b) Except as disclosed on Section 5.8 of the Disclosure Schedules or in connection with the Other Business Combinations as set forth in Annex D, (i) no subscription, warrant, option, convertible or exchangeable security, or other right (contingent or otherwise) to purchase or otherwise acquire equity securities of AIRO Group is authorized or outstanding, and (ii) there is no commitment by AIRO Group to issue shares, subscriptions, warrants, options, convertible or exchangeable securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset, to repurchase or redeem any securities of AIRO Group or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security or other such right. There are no declared or accrued unpaid dividends with respect to any shares of AIRO Group common stock. (c) All issued and outstanding shares of AIRO Group common stock are (i) duly authorized, validly issued, fully paid and non-assessable; (ii) not subject to any preemptive rights created by statute, the AIRO Group organization documents or any agreement to which AIRO Group is a party; and (iii) free of any Encumbrances created by AIRO Group in respect thereof. All issued and outstanding shares of AIRO Group common stock were issued in compliance with applicable Law. (d) No outstanding AIRO Group common stock is subject to vesting or forfeiture rights or repurchase by AIRO Group. There are no outstanding or authorized stock appreciation, dividend equivalent, phantom stock, profit participation or other similar rights with respect to AIRO Group or any of its securities. (e) All distributions, dividends, repurchases and redemptions of the capital stock (or other equity interests) of AIRO Group were undertaken in compliance with the articles of incorporation, by-by- laws or other organizational documents of AIRO Group then in effect, any agreement to which AIRO Group then was a party and in compliance with applicable Law.