Common use of Effecting a Deemed Liquidation Event Clause in Contracts

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 and 3.2. In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii) or 3.3.l(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their shares of Preferred Stock, and (ii) if the Required Holders so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price equal to the Series A-1 Liquidation Amount or the Series A-2 Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2, the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a)(i) above unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1 and 3.2. 2.2 above. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.3.1(a)(ii) or 3.3.l(b)2.3.1(b) above, if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series A Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Series A Preferred Stock, and (ii) if the Required Holders holders of a majority of the then outstanding shares of Series A Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets Board of Directors of the Corporation available for distribution to its stockholders Corporation) (the “Available "Net Proceeds”"), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Series A Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 A Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Net Proceeds are not sufficient to redeem all outstanding shares of Series A Preferred StockStock and of any other series of Preferred Stock ranking on redemption on parity with the Series A Preferred Stock that is required to then be redeemed, or if the Corporation does not have sufficient lawfully available funds to effect such redemption, the Corporation shall redeem a pro rata portion of each holder’s 's shares of Series A Preferred Stock and any such other series of Preferred Stock to the fullest extent of such Available ProceedsNet Proceeds or such lawfully available funds, as the case may be, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds legally available funds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock been redeemed as soon as practicable but after the Corporation has funds legally available therefor. The provisions of Subsections 6.2 through 6.4 below shall apply, with such changes in any event not less than 30 days prior the details thereof as are necessitated by the context, to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Series A Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below2.3.2(b). (b) . Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Unless waived in writing by the holders of at least a majority of Preferred Stock, voting together as a single class pursuant to Section 3.1, the Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(iSection 2.4.1(a) or Section 2.4.1(b) unless the agreement or agreement, lease, license, plan of merger or consolidation for other instrument to effect such transaction (the “Merger Agreement”) provides that the consideration payable to the Corporation or the stockholders of the Corporation in such transaction shall first be allocated among the holders of capital stock of the Corporation Series A Preferred Stock in accordance with Subsections 3.1 and 3.2. Section 2.1. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii) or 3.3.l(b)Event, if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law Colorado Corporations and Associations Act within 90 thirty (30) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th forty-fifth (45th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Preferred StockStock (a “Deemed Liquidation Event Notice”), and (ii) if the Required Holders any holder of Preferred Stock so request requests in a written instrument delivered to the Corporation not later than 120 one hundred twenty (120) days after such receipt of a Deemed Liquidation EventEvent Notice (or such longer period as may be agreed to by such holder of Preferred Stock), the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensedsold, as determined in good faith by the Board of Directors of the Corporation (the “Board”), including the approval of at least one Preferred Director and one non-Preferred Director, together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefortherefor under the Colorado Corporations and Associations Act, on or prior to the 150th one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem redeem, pursuant to the Order of Priority, all outstanding shares of Preferred Stock at a price equal held by such holder for an aggregate amount to the Series A-1 Liquidation Amount or the Series A-2 Liquidation Amountwhich such holder is entitled to receive under Sections 2.1.1, 2.1.2 and 2.1.3, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred StockStock held by such holder, the Corporation shall redeem shares of Preferred Stock in the following order of priority: (i) First, each holder of Series A Preferred Stock shall be entitled to redemption of a pro rata portion of each such holder’s shares of Series A Preferred Stock to the fullest extent of such Available ProceedsProceeds as may be permitted under the Colorado Corporations and Associations Act, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock been redeemed as soon as practicable but in any event not less than 30 days prior after the Corporation has funds legally available therefor; (ii) Second, each holder of Series B Preferred Stock shall be entitled to redemption of a pro rata portion of such holder’s shares of Series B Preferred Stock to the date set for redemption. Each Redemption Notice fullest extent of such Available Proceeds as may be permitted the Colorado Corporations and Associations Act, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall state:redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor; and (aiii) Third, each holder of Series C Preferred Stock shall be entitled to redemption of a pro rata portion of such holder’s shares of Series C Preferred Stock to the fullest extent of such Available Proceeds as may be permitted under the Colorado Corporations and Associations Act, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor. Any shares of Preferred Stock redeemed in full shall be retired and cancelled and may not be reissued as shares of such series or any other class or series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below)accordingly. (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2, the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(iiSubsections 2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law DGCL within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice (the “Redemption Notice”) to each holder of Series A Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Series A Preferred Stock, and (ii) if holders of at least sixty-seven percent (67%) of the Required Holders then outstanding shares of Series A Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for in respect of such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation EventEvent (the “Redemption Date”), to redeem all each outstanding shares share of Series A Preferred Stock at a price per share equal to the Series A-1 A Liquidation Amount or the Series A-2 Liquidation Amountamount payable in respect thereof pursuant to Subsections 2.1 and 2.2, as applicableapplicable (the “Redemption Price”). The Redemption Notice shall state (i) the Redemption Date and the Redemption Price, (ii) the date upon which the holder’s right to convert the shares of Series A Preferred Stock held by such holder terminates (as determined in accordance with Subsection 4.1), and (iii) that the holder is to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares of Series A Preferred Stock. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentencethis Subsection 1.Fourth: B.2.3.2(b), if the Available Proceeds are not sufficient to redeem all outstanding shares of Series A Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Series A Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which that would otherwise be payable in respect of the shares to be redeemed if had the Available Proceeds were been sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) aboveof a redemption pursuant to this Subsection 1.Fourth: B.2.3.2(b), the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On on or before the applicable redemption dateRedemption Date, each holder of shares of Series A Preferred Stock to be redeemed on such redemption dateStock, unless such holder has exercised his, her or its right to convert such shares as provided in Section 54, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person individual or entity whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If on the Redemption Notice shall have been duly given, and if on the applicable redemption date Date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that any of the certificates evidencing for any of the shares of Series A Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Series A Preferred Stock shall cease to accrue after such redemption date Redemption Date and all rights rights, preferences and privileges with respect to such shares shall forthwith after the redemption date Redemption Date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their such certificate or certificates thereforcertificates. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.1(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Preferred Stock, and (ii) if the Required Holders holders of shares of Preferred Stock representing at least four-fifths of the votes represented by all outstanding shares of Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price per share equal to the Series A Liquidation Amount, the Series A-1 Liquidation Amount or the Series A-2 B Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock been redeemed as soon as practicable but after the Corporation has funds legally available therefor. The provisions of Subsections 6.2 through 6.4 shall apply, with such necessary changes in any event not less than 30 days prior the details thereof as are necessitated by the context, to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below2.3.2(b). (b) . Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business. In the event of a Deemed Liquidation Event pursuant to Subsection 2.3.1(a)(ii) or 2.3.1(b), the amounts payable to each holder of Preferred Stock shall be allocated among such holders in accordance with Subsections 2.1 and 2.2.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Preferred Stock, and (ii) if the Required Holders holders of shares of Preferred Stock representing at least two-thirds of the votes represented by all outstanding shares of Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price per share equal to the Series A-1 A Liquidation Amount or the Series A-2 A-1 Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock been redeemed as soon as practicable but after the Corporation has funds legally available therefor. The provisions of Subsections 6.2 through 6.4 shall apply, with such necessary changes in any event not less than 30 days prior the details thereof as are necessitated by the context, to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below2.3.2(b). (b) . Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business. In the event of a Deemed Liquidation Event pursuant to Subsection 2.3.1(a)(ii) or 2.3.1(b), the amounts payable to each holder of Preferred Stock shall be allocated among such holders in accordance with Subsections 2.1 and 2.2.

Effecting a Deemed Liquidation Event. (a1) The Corporation shall not have the power to effect a Deemed Liquidation Event referred Event, or enter into any definitive agreement to in Subsection 3.3.1(a)(i) effect any Deemed Liquidation Event, unless the definitive agreement or plan of merger or consolidation for such transaction (the a “Merger Definitive Agreement”) expressly provides in form and substance reasonably acceptable to the holders of at least a majority of the outstanding shares of Series A Preferred Stock that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be allocated among paid, upon the consummation thereof, to the holders of capital stock of the Corporation in accordance with Subsections 3.1 and 3.2. this Section A.3.c.ii. (2) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii) or 3.3.l(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such any Deemed Liquidation Event, then (i) the Corporation shall send a written notice (the “Deemed Liquidation Event Notice”) to each holder of Series A Preferred Stock no later than the 90th fifth (5th) business day after the signing of a Definitive Agreement. Such Deemed Liquidation Event advising such Notice shall include copies of any and all executed documents in connection with and relating to the Deemed Liquidation Event, including but not limited to any and all Definitive Agreements and any and all exhibits and disclosure schedules thereto (to be supplemented by the Corporation with any other documents that the holders of their right (and at least a majority of the requirements outstanding shares of Series A Preferred Stock may reasonably request from time to time). In the event of any Deemed Liquidation Event referred to Section A.3.c.i.(1), the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be met paid out of the consideration payable to secure stockholders in such right) pursuant Deemed Liquidation Event or the Available Proceeds, as applicable, before any payment shall be made to the terms holders of the following clause (ii) to require the redemption Junior Stock by reason of their shares of Preferred Stockownership thereof, and (ii) if the Required Holders so request an amount per share, payable in a written instrument delivered cash, equal to the Corporation not later than 120 days after such Redemption Price. In the event of any other Deemed Liquidation Event, the Corporation shall use the consideration received by Available Proceeds to redeem, immediately upon the Corporation for such Deemed Liquidation Event (net consummation of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Series A Preferred Stock at a price per share, payable in cash, before any payment shall be made to the holders of Junior Stock by reason of their ownership thereof, equal to the Series A-1 Liquidation Amount or the Series A-2 Liquidation Amount, as applicableRedemption Price. Notwithstanding the foregoing, if upon any such Deemed Liquidation Event, the consideration payable to stockholders in such Deemed Liquidation Event or the Available Proceeds, as applicable, shall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they shall be entitled under this Section A.3.c.ii.(2), (a) the holders of shares of Series A Preferred Stock shall share ratably in the event of a redemption pursuant consideration payable to stockholders in such Deemed Liquidation Event or Available Proceeds, if applicable, in proportion to the preceding sentence, if respective amounts which would otherwise be payable in respect of the Available Proceeds are not sufficient to redeem all outstanding shares of Series A Preferred StockStock held by them upon such distribution or redemption if all amounts payable on or with respect to such shares were paid in full, (b) no holder of any Junior Stock shall receive any such portion of the Corporation shall redeem consideration or Available Proceeds, as applicable, (c) a pro rata portion of each holder’s shares of Series A Preferred Stock shall be redeemed (or, in the case of a Deemed Liquidation Event referred to in Section A.3.c.i.(1), be deemed to have been redeemed) to the fullest extent of such consideration or Available Proceeds, as applicable, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed of Series A Preferred Stock if the consideration or Available Proceeds Proceeds, as applicable, were sufficient to redeem pay in full all such shares, amounts payable under this Section A.3.c.ii.(2) and (d) the Corporation shall redeem the remaining shares (or, in the case of a Deemed Liquidation Event referred to in Section A.3.c.i.(1), shall cause the surviving or resulting corporation or the parent corporation thereof to distribute such amounts as would be payable to redeem such remaining shares) as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In The provisions of Sections A.6.c and A.6.d shall apply, with such necessary changes in the event details thereof as are necessitated by the Required Holders have so requested in writing in accordance with clause (ii) abovecontext, to the Corporation shall send written notice redemption of such redemption (the “Redemption Notice”) to each holder of record of Series A Preferred Stock as soon as practicable but in any event not less than 30 days prior pursuant to the date set for redemptionthis Section A.3.c. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2Section A.3.c, the Corporation shall not expend or dissipate the consideration received for in such Deemed Liquidation EventEvent or any of the Corporation’s other assets, except to discharge reasonable transaction expenses directly incurred in connection with such Deemed Liquidation Event. For the avoidance of doubt, the right of the holders of Series A Preferred Stock to receive the amounts provided for in this Section A.3.c shall not be affected by the voluntary or involuntary liquidation, dissolution or winding up of the Corporation following any Deemed Liquidation Event.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(iSection 2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be allocated among to the holders of capital stock of the Corporation in accordance with Subsections 3.1 Sections 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(iiSection 2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Preferred Stock, and (ii) if the Required Requisite Holders so request in a written instrument delivered to the Corporation not later than 120 one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 applicable Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In The provisions of Section 6 shall apply, with such necessary changes in the event details thereof as are necessitated by the Required Holders have so requested in writing in accordance with clause (ii) abovecontext, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates thereforthis Section 2.3.2(b). Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2Section 2.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.4.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1, 2.2, and 3.2. 2.3. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.4.1(a)(ii) or 3.3.l(b2.4.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause clause; (ii) to require the redemption of their such shares of Preferred Stock, and (iiiii) if the Required Holders holders of a majority of the then outstanding shares of Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock at a price prices per share equal to the Series A-1 Liquidation Amount or the Series A-2 A Liquidation Amount, as applicableSeries B Liquidation Amount and Series B-1 Liquidation Amount, respectively. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall ratably redeem a pro rata portion of each holder’s shares of Series B Preferred Stock and Series B-1 Preferred Stock, to the fullest extent of such Available Proceeds and, to the extent there are remaining Available Proceeds, then the Company shall then ratably redeem each holder’s shares of Series A Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and . The Company shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.22.4.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i3.2.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 and 3.2. Subsection 3.1. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii3.2.1(a)(ii) or 3.3.l(b3.2.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Common Stock no later than the 90th ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Preferred Common Stock, and (ii) if the Required Holders holders of at least a majority of the then outstanding shares of Common Stock so request in a written instrument delivered to the Corporation not later than 120 one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Common Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Common Stock, ,the Corporation shall ratably redeem a pro rata portion of each holder’s shares of Preferred Common Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of Upon any such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account being redeemed upon receipt of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2Section 3.2.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(iSection B.2.3.(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 Sections B.2.1. and 3.2. B.2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii) or 3.3.l(bSection B.2.3.(a)(ii), if the Corporation does not effect a dissolution of the Corporation under the Delaware General Corporation Law within 90 days after such Deemed Liquidation Event, then (iy) the Corporation shall send a written notice to each holder of Preferred Series A Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (iiz) to require the redemption of their such shares of Preferred Series A Stock, and (iiz) if the Required Holders so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold sold, leased, transferred or technology licensedotherwise disposed of, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Series A Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 A Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Series A Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Series A Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock been redeemed as soon as practicable but after the Corporation has funds legally available therefor. The provisions of Section B.3. shall apply, with such necessary changes in any event not less than 30 days prior the details thereof as are necessitated by the context, to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Series A Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates thereforthis Section B.2.4.(b). Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2Section B.2.4.(b), the Corporation shall not expend expend, transfer or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (aA) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(ithis Section 3(e) above unless the definitive agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides Transaction Agreement”)provides that the consideration payable to the stockholders shareholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 3(a), 3(b) and 3.2. 3(c) above. (B) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii3(e)(i)(A) or 3.3.l(b)3(e)(i)(B) above, if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law DGCL within 90 ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Preferred Stock, and (ii) if the Required Holders holders of at least a majority of the then outstanding shares of Preferred Stock (voting as a single class on an as converted to Common Stock basis) so request in a written instrument delivered to the Corporation not later than 120 one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets Board of the Corporation available for distribution to its stockholders Corporation) (the “Available Net Proceeds”), to the extent legally available therefor, on the 150th one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2, the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.the

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 and 3.2. In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii) or 3.3.l(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their shares of Preferred Stock, and (ii) if the Required Holders so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price equal to the Series A-1 Liquidation Amount or the Series A-2 Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem;; Table of Contents (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2, the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Preferred Stock, and (ii) if the Required Holders holders of the Requisite Percentage so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation (the “Board of Directors”)), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 applicable Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock been redeemed as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that after the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemedhas funds legally available therefor. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price The process for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a2.3.2(b) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) be determined by the Board of Directors. Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Preferred Stock, and (ii) if the Required Holders holders of at least fifty percent (50%) of the then outstanding shares of Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price per share equal to to, in the case of the Series A-1 A Preferred Stock, the Series A Liquidation Amount or and, in the case of the Series A-2 Preferred Stock, the Series A-2 Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock been redeemed as soon as practicable but after the Corporation has funds legally available therefor. The provisions of Subsections 6.2 through 6.4 shall apply, with such necessary changes in any event not less than 30 days prior the details thereof as are necessitated by the context, to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below2.3.2(b). (b) . Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series A Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Series A Preferred Stock, and (ii) if the Required Holders holder of the then outstanding shares of Series A Preferred Stock so request requests in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Series A Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 A Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series A Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Series A Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock been redeemed as soon as practicable but after the Corporation has funds legally available therefor. The provisions of Subsections 6.2 and 6.3 shall apply, with such necessary changes in any event not less than 30 days prior the details thereof as are necessitated by the context, to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Series A Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below2.3.2(b). (b) . Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.4.1(a)(i) above unless the agreement or plan of merger merger, reorganization or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1, 2.2 and 3.2. 2.3 above. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.4.1(a)(ii), 2.4.1(b), or 2.4.1(c) or 3.3.l(b)above, if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series B Preferred Stock and each holder of Series C Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Series B Preferred Stock and such shares of Series C Preferred Stock, and (ii) if both the Required Holders holders of at least a majority of the then outstanding shares of Series B Preferred Stock (voting together as a single series) and the holders of a least a majority of the then outstanding shares of Series C Preferred Stock (voting together as a single series) so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets Board of Directors of the Corporation available for distribution to its stockholders Corporation) (the “Available Net Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation EventEvent (the “Liquidation Redemption Date”), to redeem all outstanding shares of Series B Preferred Stock at a price per share equal to the Series A-1 B Liquidation Amount or and to redeem all outstanding shares of Series C Preferred Stock at a price per share equal to the Series A-2 C Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series B Preferred StockStock at a price per share equal to the Series B Liquidation Amount and to redeem all outstanding shares of Series C Preferred Stock at a price per share equal to the Series C Liquidation Amount, then the Corporation shall shall, as soon as practicable after the Corporation has funds legally available therefor, first redeem a pro rata portion of each holder’s all outstanding shares of Series C Preferred Stock at a price per share equal to the Series C Liquidation Amount to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all (distributed among such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares holders as provided in Section 5, the last sentence of subsection 2.1) and shall surrender the certificate or certificates representing such thereafter redeem all outstanding shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, of Series B Preferred Stock at a lost certificate affidavit and agreement reasonably acceptable price per share equal to the Corporation Series B Liquidation Amount to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction fullest extent of such certificate) Available Proceeds (distributed among such holders as provided in the last sentence of subsection 2.2). The provisions of subsections 6.2 through 6.4 below shall apply, with such necessary changes in the details thereof as are necessitated by the context, to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Series B Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of and Series C Preferred Stock so called for redemption shall not have been surrendered, dividends with respect pursuant to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates thereforthis subsection 2.4.2(b). Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2subsection 2.4.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Preferred Stock, and (ii) if the Required Holders holders of shares of Preferred Stock representing at least sixty percent (60%) of the voting power of the then outstanding shares of Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation EventEvent (the “Redemption Date”), to redeem all outstanding shares of Preferred Stock at a price per share equal to to, in the case of the Series A-1 A Preferred Stock, the Series A Liquidation Amount or Amount, in the case of the Series A-2 Preferred Stock, the Series A-2 Liquidation Amount, as applicablein the case of the Series B Preferred Stock, the Series B Liquidation Amount, in the case of the Series C Preferred Stock, the Series C Liquidation Amount, in the case of the Series D Preferred Stock, the Series D Liquidation Amount, and, in the case of the Series D-1 Preferred Stock, the Series D-1 Liquidation Amount. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as it may lawfully do so under Delaware law governing distributions to stockholderspracticable after the Corporation has funds legally available therefor. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the The Corporation shall send written notice of such the mandatory redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 40 days prior to the date set for redemptionRedemption Date. Each The Redemption Notice shall state: : (a1) the number of shares of each series of Preferred Stock held by the holder that the Corporation shall redeem; redeem on the Redemption Date specified in the Redemption Notice; (b2) the redemption date and Redemption Date, the Series A-1 A Liquidation Amount or Amount, the Series A-2 Liquidation Amount, as applicable the Series B Liquidation Amount, the Series C Liquidation Amount, the Series D Liquidation Amount and the Series D-1 Liquidation Amount; (the “Redemption Price”); (c3) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.14.1); and and (d4) that the holder is to surrender to the Corporation, in the manner and at the place at which the holder must surrenderdesignated, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption dateRedemption Date, each holder of shares of Preferred Stock to be redeemed on such redemption datethe Redemption Date, unless unless, if applicable, such holder has exercised his, her or its right to convert such shares as provided in Section 54, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price Series A Liquidation Amount, the Series A-2 Liquidation Amount, the Series B Liquidation Amount, the Series C Liquidation Amount, the Series D Liquidation Amount and/or the Series D-1 Liquidation Amount, as the case may be, for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date Redemption Date the Redemption Price Series A Liquidation Amount, the Series A-2 Liquidation Amount, the Series B Liquidation Amount, the Series C Liquidation Amount, the Series D Liquidation Amount and/or the Series D-1 Liquidation Amount, as the case may be, payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date the Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date the Redemption Date and all rights with respect to such shares shall forthwith after the redemption date Redemption Date terminate, except only the right of the holders to receive the Redemption Price Series A Liquidation Amount, the Series A-2 Liquidation Amount, the Series B Liquidation Amount, the Series C Liquidation Amount, the Series D Liquidation Amount and/or the Series D-1 Liquidation Amount, as the case may be, without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Corporation Company shall not have the power to effect a Deemed Liquidation Event referred to that is a merger or consolidation in Subsection 3.3.1(a)(i) which the Company is a constituent party unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders Members of the Corporation Company shall be allocated among the holders of capital stock of the Corporation Shares in accordance with Subsections 3.1 and 3.2. Section 5.3(a) hereof. (b) In the event of a Deemed Liquidation Event that is a merger or consolidation in which a Subsidiary of the Company is a constituent party and the Company issues Shares pursuant to such merger or consolidation or a Deemed Liquidation Event that is referred to in Subsection 3.3.l(a)(iiclause (b)(i) or 3.3.l(b)(iii) of the definition of a Deemed Liquidation Event, if the Corporation Company does not effect a dissolution of the Corporation under the General Corporation Law Company within 90 ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation Company shall send a written notice to each holder of Preferred Stock Shares no later than the 90th ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) ), to require the redemption of their such shares of Preferred StockShares, and (ii) if the Required Holders holders of at least a majority of the then-outstanding Preferred Shares so request in a written instrument delivered to the Corporation Company not later than 120 days after such Deemed Liquidation Event, the Corporation Company shall use the consideration received by the Corporation Company for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets of the Corporation Company available for distribution to its stockholders Members (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock Shares at a price per Share equal to the Series A-1 Liquidation Amount or the Series A-2 Liquidation Amount, as applicablerespective Contribution Account and Unpaid Preferred Return for each series of Preferred Shares. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred StockShares, the Corporation Company shall redeem a pro rata portion of each holder’s shares of outstanding Series C1 Preferred Stock to the fullest extent of such Available ProceedsShares, Series C2 Preferred Shares and Series C3 Preferred Shares, based on the respective amounts which would otherwise be payable in respect of the shares of Series C1 Preferred Shares, Series C2 Preferred Shares and Series C3 Preferred Shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, Shares and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions Shares to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock been redeemed as soon as practicable but in any event not less than 30 days prior after the Company has funds legally available therefor, (2) after all of the outstanding Series C1 Preferred Shares, Series C2 Preferred Shares and Series C3 Preferred Shares have been redeemed pursuant to the date set for redemption. Each Redemption Notice shall state: clause (a) the number 2), redeem a pro rata portion of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the each holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) outstanding Series B Preferred Shares, based on the manner and the place at respective amounts which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall would otherwise be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all in respect of the shares of Series B Preferred Stock represented by a certificate are redeemed, a new certificate representing Shares to be redeemed if the unredeemed shares of Preferred Stock Available Proceeds were sufficient to redeem all such Shares and shall promptly be issued redeem the remaining Shares to such holder. If the Redemption Notice shall have been duly givenredeemed as soon as practicable after the Company has funds legally available therefor, and if (3) after all of the outstanding Series B Preferred Shares have been redeemed pursuant to clause (2), redeem a pro rata portion of each holder’s outstanding Junior Preferred Shares based on the applicable respective amounts which would otherwise be payable in respect of the Junior Preferred Shares to be redeemed if the Available Proceeds were sufficient to redeem all such Shares and shall redeem the remaining Shares to have been redeemed as soon as practicable after the Company has funds legally available therefor. The provisions of Sections 9.1, 9.2 and 9.3 regarding the mechanics of effecting a redemption date shall apply, with such necessary changes in the Redemption Price payable upon details thereof as are necessitated by the context, to the redemption of the shares of Preferred Stock Shares pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates thereforthis Section 9.7(b). Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2Section 9.7, the Corporation Company shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) 1. The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i) or Subsection 3.3.1(b) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 and 3.2. 2. In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii3.3.1(a)(ii) or 3.3.l(b3.3.1(c), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series C Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Series C Preferred Stock, and (ii) if the Required Holders holders of at least 67% of the then outstanding shares of Series C Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Series C Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 C Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series C Preferred Stock, the Corporation shall ratably redeem a pro rata portion of each holder’s shares of Series C Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In The provisions of Section 7 shall apply, with such necessary changes in the event details thereof as are necessitated by the Required Holders have so requested in writing in accordance with clause (ii) abovecontext, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Series C Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below3.3.2(b). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2, the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after the consummation of such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th day after the consummation of such Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Preferred Stock, and (ii) if the Required Holders holders of at least the Preferred Voting Threshold so request in a written instrument delivered to the Corporation not later than 120 days after the consummation of such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after the consummation of such Deemed Liquidation EventEvent (the “Liquidation Redemption Date”), to redeem all outstanding shares of Preferred Stock at a price per share equal to the Series A-1 A Liquidation Amount Amount, the Series B Liquidation Amount, or the Series A-2 C Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, or if the Corporation does not have sufficient lawfully available funds to effect such redemption, the Corporation shall (i) first ratably redeem a pro rata portion of each holder’s shares of Series C Preferred Stock to the fullest extent of such Available Proceeds, based on and shall redeem the respective amounts which would otherwise be payable in respect remaining shares of Series C Preferred Stock as soon as it may lawfully do so under Delaware law governing distributions to stockholders, (ii) second, after all shares of Series C Preferred Stock are redeemed, ratably redeem each holder’s shares of Series B Preferred Stock to the shares to be redeemed if the fullest extent of such Available Proceeds were sufficient to redeem all such sharesProceeds, and shall redeem the remaining shares of Series B Preferred Stock as soon as it may lawfully do so under Delaware law governing distributions to stockholders, and (iii) third, after all shares of Series C Preferred Stock and Series B Preferred Stock are redeemed, ratably redeem each holder’s shares of Series A Preferred Stock to the fullest extent of such Available Proceeds, and shall redeem the remaining shares of Series A Preferred Stock as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In The provisions of Section 6 shall apply, with such necessary changes in the event details thereof as are necessitated by the Required Holders have so requested in writing in accordance with clause (ii) abovecontext, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below2.3.2(b). (b) . Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.2(b), the Corporation shall not not, without the consent of the holder of the Preferred Voting Threshold expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (ai) The Corporation Company shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(iSection 4.3(a)(i)(A) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders Members of the Corporation Company shall be allocated among the holders of capital stock of the Corporation Members in accordance with Subsections 3.1 and 3.2. Section 4.2. (ii) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(iiSections 4.3(a)(i)(B) or 3.3.l(b4.3(a)(ii), if the Corporation Company does not effect a dissolution of the Corporation Company under the General Corporation Law Act within 90 ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation Company shall send a written notice to each holder of Preferred Stock Units no later than the 90th ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause clause; (ii) to require the redemption of their shares of such Preferred StockUnits, and (iiiii) if the Required Holders holders of at least a majority of the then outstanding Preferred Units so request in a written instrument delivered to the Corporation Company not later than 120 one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation Company shall use the consideration received by the Corporation Company for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets of the Corporation Company available for distribution to its stockholders Members, all to the extent permitted by the Act (the “Available Proceeds”), to the extent legally available therefor, on the 150th one hundred fiftieth (150th) day after such Deemed Liquidation EventEvent (the “Redemption Date”), to redeem all outstanding shares of Preferred Stock Units at a price per Preferred Unit equal to the Series A-1 Liquidation Amount or Unreturned Capital Contribution for such series of Preferred Units (the Series A-2 Liquidation Amount, as applicable“Redemption Price”). Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred StockUnits, the Corporation Company shall ratably redeem a pro rata portion of each holder’s shares of Preferred Stock Units to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares Preferred Units as soon as it may lawfully do so under Delaware law governing distributions the Act. Prior to stockholders. In the event the Required Holders have so requested distribution or redemption provided for in writing in accordance with clause (ii) abovethis Section 4.3(b)(ii), the Corporation Company shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business. (iii) The Company shall send written notice of such any mandatory redemption pursuant to Section 4.3(b)(ii) (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event Units not less than 30 forty (40) days prior to the date set for redemption. Each each Redemption Notice shall state: (a) Date stating the number of shares of Preferred Stock Units held by the holder that the Corporation Company shall redeem; (b) , the redemption date Redemption Date, the Redemption Price and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon on which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemedUnits shall terminate. On or before the applicable redemption dateRedemption Date, each holder of shares of Preferred Stock Units to be redeemed on such redemption dateRedemption Date, unless such holder has exercised his, her or its right to convert such shares Preferred Units as provided in Section 53.7 and Exhibit C hereto, shall shall, if a holder of Preferred Units in certificated form, surrender the certificate or certificates representing such shares Preferred Units (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation Company to indemnify the Corporation Company against any claim that may be made against the Corporation Company on account of the alleged loss, theft or destruction of such certificate) to the CorporationCompany, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares Preferred Units shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date Redemption Date the Redemption Price payable upon redemption of the shares of Preferred Stock Units to be redeemed on such redemption date Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the any certificates evidencing any of the shares of Preferred Stock Units so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares Preferred Units shall forthwith after the redemption date Redemption Date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their any such certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2, the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 Sections 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Senior Preferred Stock and Junior Preferred no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Senior Preferred Stockor Junior Preferred, as the case may be, and (ii) if the Required Holders holders of (1) a majority of the then outstanding shares of Series B Preferred Stock and (2) at least a majority of the then outstanding shares of Series C Preferred Stock and Series D Preferred Stock, voting together as a single class on an as converted to Common Stock basis, so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation EventEvent (the “Redemption Date”), to redeem all outstanding shares of Senior Preferred Stock and Junior Preferred at a price per share equal to the Series A-1 Senior Preferred Liquidation Amount or the Series A-2 Junior Preferred Liquidation Amount, as applicablethe case may be. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Senior Preferred Stockor Junior Preferred, as the case may be, the Corporation (A) shall first redeem a pro rata portion of each holder’s shares of Senior Preferred Stock based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor, and (B) shall redeem the remaining shares of Senior Preferred to have been redeemed as soon as practicable after the Corporation has funds legally available therefor and second, after all shares of Senior Preferred have been redeemed, shall redeem the Junior Preferred to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, shares and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock been redeemed as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that after the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemedhas funds legally available therefor. On or before the applicable redemption dateRedemption Date, each holder of shares of Senior Preferred Stock and Junior Preferred to be redeemed on such redemption dateRedemption Date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 54, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption NoticeCorporation’s notice, and thereupon the Redemption Price Senior Preferred Liquidation Amount and Junior Preferred Liquidation Amount, as the case may be, for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable Redemption Date the redemption date the Redemption Price price payable upon redemption of the shares of Senior Preferred Stock and Junior Preferred to be redeemed on such redemption date the Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely mannertherefor, then notwithstanding that the certificates evidencing any of the shares of Senior Preferred Stock or Junior Preferred so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date Redemption Date terminate, except only the right of the holders to receive the Redemption Price Senior Preferred Liquidation Amount or Junior Preferred Liquidation Amount, as the case may be, without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection Section 3.3.1(a)(i) unless the agreement or plan with respect to such transaction, or terms of merger or consolidation for such transaction (any such agreement, plan or terms, the “Merger AgreementTransaction Document”) provides provide that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be allocated among to the holders of capital stock of the Corporation in accordance with Subsections Sections 3.1 and 3.2. . (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(iiSection 3.3.1(a)(ii) or 3.3.l(b3.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law DGCL within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series C Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause clause, (ii) to require the redemption of their such shares of Series C Preferred Stock, and (iiiii) if the Required Requisite Holders so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, any other expenses reasonably related to such Deemed Liquidation Event or any other expenses incident to the dissolution of the Corporation as provided herein, in each case as determined in good faith by the BoardBoard of Directors), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by the DGCL governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, ) on the 150th day after such Deemed Liquidation EventEvent (the “DLE Redemption Date”), to redeem all outstanding shares of Series C Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 applicable Liquidation Amount; provided, as applicablethat if the definitive agreements governing such Deemed Liquidation Event contain contingent indemnification obligations on the part of the Corporation and prohibit the Corporation from distributing all or a portion of the Available Proceeds while such indemnification obligations remain outstanding, then the DLE Redemption Date shall automatically be extended to the date that is 10 business days following the date on which such prohibition expires. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series C Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Series C Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. Prior to the distribution or redemption provided for in this Section 3.3.2(b), the Corporation shall not expend or dissipate the Available Proceeds for any purpose, except to discharge expenses incurred in connection with such Deemed Liquidation Event. In the event the Required Holders have so requested connection with a distribution or redemption provided for in writing in accordance with clause (ii) aboveSection 3.3.2, the Corporation shall send written notice of such the redemption (the “Redemption Notice”) to each holder of record of Series C Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemptionStock. Each Redemption Notice shall state: (ax) the number of shares of Series C Preferred Stock held by the holder that the Corporation shall redeem;redeem on the date specified in the Redemption Notice; and (by) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place price per share at which the holder must surrender, his, her or its certificate or certificates representing the shares of Series C Preferred Stock to be are being redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date payment is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2, the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after the consummation of such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th day after the consummation of such Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Preferred Stock, and (ii) if the Required Holders holders of at least the Preferred Voting Threshold so request in a written instrument delivered to the Corporation not later than 120 days after the consummation of such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after the consummation of such Deemed Liquidation EventEvent (the “Liquidation Redemption Date”), to redeem all outstanding shares of Preferred Stock at a price per share equal to the Series A-1 A Liquidation Amount Amount, the Series B Liquidation Amount, the Series C Liquidation Amount, or the Series A-2 D Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, or if the Corporation does not have sufficient lawfully available funds to effect such redemption, the Corporation shall (i) first ratably redeem a pro rata portion of each holder’s shares of Series D Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares of Series D Preferred Stock as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause , (ii) abovesecond, after all shares of Series D Preferred Stock are redeemed, ratably redeem each holder’s shares of Series C Preferred Stock to the Corporation shall send written notice fullest extent of such redemption (Available Proceeds, and shall redeem the “Redemption Notice”) to each holder remaining shares of record of Series C Preferred Stock as soon as practicable but in any event not less than 30 days prior it may lawfully do so under Delaware law governing distributions to the date set for redemption. Each Redemption Notice shall state: stockholders, (aiii) the number of third, after all shares of Series D Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation AmountC Preferred Stock are redeemed, as applicable (the “Redemption Price”); (c) the date upon which the ratably redeem each holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Series B Preferred Stock to be redeemed. On or before the applicable redemption datefullest extent of such Available Proceeds, each holder of and shall redeem the remaining shares of Series B Preferred Stock as soon as it may lawfully do so under Delaware law governing distributions to stockholders, and (iv) fourth, after all shares of Series D Preferred Stock, Series C Preferred Stock and Series B Preferred Stock are redeemed, ratably redeem each holder’s shares of Series A Preferred Stock to be redeemed on the fullest extent of such redemption dateAvailable Proceeds, unless and shall redeem the remaining shares of Series A Preferred Stock as soon as it may lawfully do so under Delaware law governing distributions to stockholders The provisions of Section 6 shall apply, with such holder has exercised hisnecessary changes in the details thereof as are necessitated by the context, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below2.3.2(b). (b) . Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.2(b), the Corporation shall not not, without the consent of the holder of the Preferred Voting Threshold expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i4.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 4.1 and 3.2. 4.2., unless the holders of at least a majority of the outstanding shares of Series A Preferred Stock elect otherwise by written notice sent to the Corporation. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii4.3.1(a)(ii) or 3.3.l(b4.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law Nevada Revised Statutes within 90 ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series A Preferred Stock no later than the 90th ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause clause; (ii) to require the redemption of their such shares of Series A Preferred Stock, and (iiiii) if the Required Holders holders of at least a majority of the then outstanding shares of Series A Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Nevada law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Series A Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 A Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series A Preferred Stock, the Corporation shall ratably redeem a pro rata portion of each holder’s shares of Series A Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.24.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(iSection 2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be allocated among to the holders of capital stock of the Corporation in accordance with Subsections 3.1 Sections 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(iiSection 2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause clause; (ii) to require the redemption of their such shares of Preferred Stock, and (iiiii) if the Required Requisite Holders so request in a written instrument delivered to the Corporation not later than 120 one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 applicable Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In The provisions of Section 6 shall apply, with such necessary changes in the event details thereof as are necessitated by the Required Holders have so requested in writing in accordance with clause (ii) abovecontext, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates thereforthis Section 2.3.2(b). Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2Section 2.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Effecting a Deemed Liquidation Event. (a) a. The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i) unless the agreement or plan of merger or consolidation or other applicable agreement for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 5.1 and 3.2. 5.2. b. In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii) or 3.3.l(b)Event, if the Corporation does not effect a dissolution of the Corporation under the Delaware General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series C-2 Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Series C-2 Preferred Stock, and (ii) if the Required Holders so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Series C-1 Preferred Stock and shares of Series C-2 Preferred Stock at a price per share equal to the Series A-1 C-1 Liquidation Amount or the and Series A-2 C-2 Liquidation Amount, as applicablerespectively. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock, the Corporation shall ratably redeem a pro rata portion of each holder’s shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock to the fullest extent of such Available Proceeds, based on Proceeds (in proportion to the respective amounts which would otherwise be payable in respect of on the shares held by them upon such distribution if all amounts payable on or with respect to be redeemed if the Available Proceeds such shares were sufficient to redeem all such sharespaid in full), and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.25.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(iSection 2.3.1(a) (i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be allocated among to the holders of capital stock of the Corporation in accordance with Subsections 3.1 Sections 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(iiSection 2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause clause; (ii) to require the redemption of their such shares of Preferred Stock, and (iiiii) if the Required Requisite Holders so request in a written instrument delivered to the Corporation not later than 120 one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 applicable Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In The provisions of Section 6 shall apply, with such necessary changes in the event details thereof as are necessitated by the Required Holders have so requested in writing in accordance with clause (ii) abovecontext, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates thereforthis Section 2.3.2(b). Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2Section 2.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1 and 3.2. 2.2 and Section C.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series A Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Series A Preferred Stock, Stock and (ii) if the Required Holders holders of at least a majority of the then outstanding shares of Series A Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th 160th day after such Deemed Liquidation Event, to redeem all outstanding shares of Series A Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 A Liquidation Amount. Within 10 days of the Corporation’s receipt of such a written request for redemption from the holders of at least a majority of the then outstanding Series A Preferred Stock, as applicablethe Corporation shall deliver written notice of its receipt of such request to all holders of Series A Preferred Stock who were not parties to such request. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentencethis Subsection 2.3.2(b), if the Available Proceeds are not sufficient to redeem all outstanding shares of Series A Preferred StockStock as requested by the holders thereof pursuant to clause (ii) above, the Corporation shall redeem a pro rata portion of each holder’s shares of Series A Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock been redeemed as soon as practicable but after the Corporation has funds legally available therefor. The provisions of Subsections 6.2 through 6.4 shall apply, with such necessary changes in any event not less than 30 days prior the details thereof as are necessitated by the context, to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Series A Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below2.3.2(b). (b) . Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1 (Preferential Payments to Holders of Series A Preferred Stock) and 3.2. 2.2 (Payments to Holders of Common Stock). (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law DGCL within 90 ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice (the “Redemption Notice”) to each holder of Series A Preferred Stock no later than the 90th ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause clause; (ii) to require the redemption of their such shares of Series A Preferred Stock, and (iiiii) if the Required Holders holders of at least a majority of the then outstanding shares of Series A Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board, subject to the approval of holders of a majority of the outstanding Series A Preferred Stock), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th one hundred fiftieth (150th) day after such Deemed Liquidation EventEvent (the “Redemption Date”), to redeem all outstanding shares of Series A Preferred Stock at a price per share equal to the Series A-1 A Liquidation Amount or (the Series A-2 Liquidation Amount, as applicable“Redemption Price”). Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series A Preferred Stock, the Corporation shall ratably redeem a pro rata portion of each holder’s shares of Series A Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption dateRedemption Date, each holder of shares of Series A Preferred Stock to be redeemed on such redemption dateRedemption Date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 54 (Optional Conversion), shall shall, if a holder of shares in certificated form, surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date Redemption Date the Redemption Price payable upon redemption of the shares of Series A Preferred Stock to be redeemed on such redemption date Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the any certificates evidencing any of the shares of Series A Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Series A Preferred Stock shall cease to accrue after such redemption date Redemption Date and all rights with respect to such shares shall forthwith after the redemption date Redemption Date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their any such certificate or certificates therefor. Notwithstanding In the foregoingevent less than all of the shares of Series A Preferred Stock represented by a certificate are redeemed, this Subsection 3.3.2(a) a new certificate, instrument, or book entry representing the unredeemed shares of Series A Preferred Stock shall not apply promptly be issued to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) such holder. Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after the consummation of such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th day after the consummation of such Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Preferred Stock, and (ii) if the Required Holders holders of at least the Preferred Voting Threshold so request in a written instrument delivered to the Corporation not later than 120 days after the consummation of such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after the consummation of such Deemed Liquidation EventEvent (the “Liquidation Redemption Date”), to redeem all outstanding shares of Preferred Stock at a price per share equal to the Series A-1 A Liquidation Amount or the Series A-2 B Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, or if the Corporation does not have sufficient lawfully available funds to effect such redemption, the Corporation shall (i) first ratably redeem a pro rata portion of each holder’s shares of Series B Preferred Stock to the fullest extent of such Available Proceeds, based on and shall redeem the respective amounts which would otherwise be payable in respect remaining shares of Series B Preferred Stock as soon as it may lawfully do so under Delaware law governing distributions to stockholders and (ii) second, after all shares of Series B Preferred Stock are redeemed, ratably redeem each holder’s shares of Series A Preferred Stock to the shares to be redeemed if the fullest extent of such Available Proceeds were sufficient to redeem all such sharesProceeds, and shall redeem the remaining shares of Series A Preferred Stock as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In The provisions of Section 6 shall apply, with such necessary changes in the event details thereof as are necessitated by the Required Holders have so requested in writing in accordance with clause (ii) abovecontext, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below2.3.2(b). (b) . Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.2(b), the Corporation shall not not, without the consent of the holder of the Preferred Voting Threshold expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a1) In any Deemed Liquidation Event, if the consideration to be received is securities of a corporation or other entity or other property other than cash, its value will be deemed its fair market value as determined by the Board, including the approval of one of the Kayne Directors (as defined below), on the date such determination is made. (2) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 3(b)(i) and 3.2. 3(b)(ii). (3) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii) or 3.3.l(b)Event, if any portion of the Corporation does not effect a dissolution consideration payable to the stockholders of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant is placed into escrow and/or is payable to the terms of the following clause (ii) to require the redemption of their shares of Preferred Stock, and (ii) if the Required Holders so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets stockholders of the Corporation available for distribution subject to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price equal to the Series A-1 Liquidation Amount or the Series A-2 Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stockcontingencies, the Corporation Agreement shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: provide that (a) the number portion of shares of Preferred Stock held by the holder such consideration that the Corporation shall redeem; (b) the redemption date is not placed in escrow and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable not subject to any contingencies (the “Redemption PriceInitial Consideration”); (c) shall be allocated among the date upon which holders of capital stock of the holder’s right to convert such shares terminates (as determined Corporation in accordance with Subsection 5.1); and (dSubsections 3(b)(i) and 3(b)(ii) as if the manner and Initial Consideration were the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be only consideration payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2, the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event; and (b) any additional consideration which becomes payable to the stockholders of the Corporation upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3(b)(i) and 3(b)(ii) after taking into account the previous payment of the Initial Consideration as part of the same transaction.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series A Preferred Stock and Series B Preferred Stock no later than the 90th ninetieth (90th) day after the Deemed Liquidation Event advising such the holders of the Series A Preferred Stock and Series B Preferred Stock of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the demand a redemption of their shares as set forth in this subsection (b). If the holders of a majority of the then outstanding shares of Series A Preferred Stock, and (ii) if the Required Holders Stock so request in a written instrument delivered to the Corporation not later than 120 one hundred five (105) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for from such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets Board of Directors of the Corporation available for distribution to its stockholders Corporation) (the “Available Deemed Liquidation Net Proceeds”), to the extent legally available therefortherefore, on the 150th one hundred twentieth (120th) day after the consummation of such Deemed Liquidation Event, to redeem all outstanding shares of Series A Preferred Stock at a price per share equal to the Series A-1 A Liquidation Amount. If the holders of a majority of the then outstanding shares of Series B Preferred Stock so request in a written instrument delivered to the Corporation not later than one hundred five (105) days after such Deemed Liquidation Event, the Corporation shall use the Deemed Liquidation Net Proceeds, to the extent legally available therefore, on the one hundred twentieth (120th) day after the consummation of such Deemed Liquidation Event, to redeem all outstanding shares of Series B Preferred Stock at a price per share equal to the Series B-1 Liquidation Amount or the Series A-2 B-2 Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Deemed Liquidation Net Proceeds are not sufficient to redeem all outstanding shares of each series of Preferred StockStock requesting such redemption, the Corporation shall ratably redeem a pro rata portion of each such holder’s shares of Preferred Stock to the fullest extent of such Available Deemed Liquidation Net Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event. For purposes of clarity nothing in this Subsection 2.3.3 shall limit any right of a holder of Series B Preferred Stock to convert any shares of Series B Preferred Stock pursuant to the provisions of Subsection 4 hereof.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection Section 3.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders shareholders of the Corporation in such Deemed Liquidation Event shall be allocated among paid to the holders of capital stock of the Corporation in accordance with Subsections Section 3.1 and 3.2. . (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(iiSection 3.3.1(a)(ii) or 3.3.l(b3.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law PBCL within 90 ninety (90) days after such Deemed Liquidation Event, then (iA) the Corporation shall send a written notice to each holder Holder of Series A Preferred Stock no later than the 90th ninetieth (90th) day after the Deemed Liquidation Event advising such holders Holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (iiB) to require the redemption of their such shares of Series A Preferred Stock, and (iiB) if the Required Requisite Holders so request in a written instrument delivered to the Corporation not later than 120 one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders shareholders, all to the extent permitted by Pennsylvania law governing distributions to shareholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th one hundred fiftieth (150th) day after such Deemed Liquidation EventEvent (the “Redemption Date”), to redeem all outstanding shares of Series A Preferred Stock at a price per share equal to the Series A-1 A Liquidation Amount or (the Series A-2 Liquidation Amount, as applicable“Redemption Price”). Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series A Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, (based on the respective amounts which that would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares) of each Holder’s shares of Series A Preferred Stock to the fullest extent of such Available Proceeds, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware Pennsylvania law governing distributions to stockholdersshareholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2Section 3.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(iSection 2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be allocated among paid to the holders of capital stock of the Corporation in accordance with Subsections 3.1 Sections 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(iiSection 2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law Corporations Act within 90 ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Preferred Stock, and (ii) if the Required Requisite Holders so request in a written instrument delivered to the Corporation not later than 120 one hundred twenty (120) days after such Deemed Liquidation EventEvent (the “Redemption Request”), the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Puerto Rico law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th one hundred fiftieth (150th) day after such Deemed Liquidation EventEvent (the “Redemption Date”), to redeem all outstanding shares of Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or (the Series A-2 Liquidation Amount, as applicable“Redemption Price”). Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware Puerto Rico law governing distributions to stockholders. Prior to the distribution or redemption provided for in this Section 2.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event. (c) In the event the Required Holders have so requested in writing in accordance with clause (ii) aboveCorporation timely receives a Redemption Request pursuant to this Section 2.3.2, the Corporation shall send written notice of such the mandatory redemption (the a “Redemption Notice”) to each holder of record of each series of Preferred Stock as soon as practicable but in any event not less than 30 forty (40) days prior to the date set for redemptionof Redemption Date. Each Redemption Notice shall state: state (ai) the number of shares and series of Preferred Stock held by the holder that the Corporation shall redeem; redeem on the Redemption Date specified in the Redemption Notice; (bii) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable Redemption Date; (the “Redemption Price”); (ciii) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1Section 4.1); and and (div) for holders of shares in certificated form, that the holder is to surrender to the Corporation, in the manner and at the place at which designated in the holder must surrenderRedemption Notice, his, her or its such holder’s certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption dateRedemption Date, each holder of shares of Preferred Stock to be redeemed on such redemption dateRedemption Date, unless such holder has exercised his, her or its such holder’s right to convert such shares as provided in Section 54, shall shall, if a holder of shares in certificated form, surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less fewer than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate certificate, instrument, or book entry representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If any shares of Preferred Stock are not redeemed for any reason on any Redemption Date, all such unredeemed shares shall remain outstanding and entitled to all the rights and preferences provided herein. If the Redemption Notice shall have been duly given, and if on the applicable redemption date Redemption Date, the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then then, notwithstanding that the any certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrenderedsurrendered to the Corporation, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date Redemption Date and all rights with respect to such shares shall forthwith after the redemption date Redemption Date terminate, except only the right of the holders to receive the Redemption Price Price, without interest interest, upon surrender of their any such certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2, the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 and 3.2. In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(iiSection 4(a) or 3.3.l(b4(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law DGCL within 90 ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder Holder of Series D Convertible Preferred Stock no later than the 90th ninetieth (90th) day after the Deemed Liquidation Event advising such holders Holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause clause; (ii) to require the redemption of their such shares of Series D Convertible Preferred Stock, ; and (iiiii) if the Required Holders of at least 50% of the then outstanding shares of Series D Convertible Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Series D Convertible Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 D Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series D Convertible Preferred Stock, the Corporation shall ratably redeem a pro rata portion of each holderHolder’s shares of Series D Convertible Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In The provisions of Section 8 shall apply, with such necessary changes in the event details thereof as are necessitated by the Required Holders have so requested in writing in accordance with clause (ii) abovecontext, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Series D Convertible Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates thereforthis Section 4(c). Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2Section 4(c), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Corporation shall will not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(iSection 2.3.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall will be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 Sections 2.1 and 3.22.2. In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(iiSection 2.3.1(a)(ii), 2.3.1(b) or 3.3.l(b2.3.1(c), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law Nevada Revised Statutes within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall will send a written notice to each holder of Series I Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Series I Preferred Stock, and (ii) if the Required Holders holders of at least a majority of the then outstanding shares of Series I Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall will use the consideration received by the Corporation Corporation, if any, for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Series I Preferred Stock at a price per share equal to the Series A-1 I Liquidation Amount or (referred to in this Section 2.4 as the Series A-2 Liquidation Amount, as applicable“Redemption Price”). Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series I Preferred Stock, the Corporation shall will redeem a pro rata portion of each holder’s shares of Series I Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which that would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall will redeem the remaining shares to have been redeemed as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, practicable after the Corporation shall has funds legally available therefor. The Corporation will send written notice of such the mandatory redemption (the “Redemption Notice”) to each holder of record of Series I Preferred Stock as soon as practicable but in any event not less than 30 40 days prior to the date set for redemptioneach Deemed Liquidation Event. Each Redemption Notice shall will state: (ai) the number of shares of Series I Preferred Stock held by the holder that the Corporation shall redeemwill redeem on the date of the Deemed Liquidation Event specified in the Redemption Notice; (bii) the redemption date of the Deemed Liquidation Event and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (ciii) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1Section 4.1); and (div) that the holder is to surrender to the Corporation, in the manner and at the place at which the holder must surrenderdesignated, his, her or its certificate or certificates representing the shares of Series I Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2, the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.5.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1, 2.2, 2.3 and 3.2. 2.4. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.5.1(a)(ii)) or 3.3.l(b2.5.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series C-1 Preferred Stock, Series C Preferred Stock and Series B Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their shares of the Preferred Stock, and (ii) if the Required Holders holders of at least 66-2/3% of the then outstanding shares of Series C-1 Preferred Stock, Series C Preferred Stock and Series B Preferred Stock, voting together as a single class, so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem (i) first, all outstanding shares of (A) Series C Preferred Stock at a price per share equal to the Series A-1 C Liquidation Amount or and (B) Series C-1 Preferred Stock at a price per share equal to the Series A-2 C-1 Liquidation Amount; (ii) second, as applicableall outstanding shares of Series B Preferred Stock at a price per share equal to the Series B Liquidation Amount; and (iii) third, all outstanding shares of Series A Preferred Stock at a price per share equal to the Series A Liquidation Amount. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, (i) if the Available Proceeds are not sufficient to redeem all outstanding shares of Series C Preferred Stock and Series C-1 Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Series C Preferred Stock and Series C-1 Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In practicable after the event the Required Holders have so requested in writing in accordance with clause Corporation has funds legally available therefor; (ii) aboveif the Available Proceeds are not sufficient to redeem all outstanding shares of Series B Preferred Stock, the Corporation shall send written notice redeem a pro rata portion of each holder’s shares of Series B Preferred Stock to the fullest extent of such redemption (Available Proceeds, based on the “Redemption Notice”) respective amounts which would otherwise be payable in respect of the shares to each holder of record of Preferred Stock be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as practicable but in any event after the Corporation has funds legally available therefor; and (iii) if the Available Proceeds are not less than 30 days prior sufficient to the date set for redemption. Each Redemption Notice shall state: (a) the number of redeem all outstanding shares of Series A Preferred Stock held by the holder that Stock, the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the redeem a pro rata portion of each holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Series A Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be redeemed. On or before payable in respect of the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on if the Available Proceeds were sufficient to redeem all such redemption dateshares, unless and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor. The provisions of Subsections 6.2 through 6.4 shall apply, with such holder has exercised hisnecessary changes in the details thereof as are necessitated by the context, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify redemption of (i) first, the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Series C Preferred Stock represented by a certificate are redeemedand Series C-1 Preferred Stock, a new certificate representing (ii) second, the unredeemed shares of Series B Preferred Stock shall promptly be issued to such holder. If and (iii) third, the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Series A Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below2.5.2(b). (b) . Prior to the distribution or redemption provided for in this Subsection 3.3.22.5.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a)(i) unless the agreement or plan of merger merger, share exchange or consolidation for such transaction (the “Merger Agreement”) provides (i) that the consideration payable to the stockholders of the Corporation shall first be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1 and 3.2. 2.2, and (ii) that in the event that the Series B Liquidation amount is not fully paid as a result of such liquidation, the surviving corporation shall issue in exchange for the Series B Preferred Stock preferred securities of the surviving corporation, securities with security preferred rights, dividend amounts and preference rights, voting rights and all other rights which are identical to those of the Series B Preferred Stock, with no decrease in assets or increase of indebtedness liability in the surviving corporation. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii2.3.1(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 15 calendar days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series B Preferred Stock no later than the 90th fifteenth (15th) calendar day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Series B Preferred Stock which right shall be in addition to other rights of redemption of the holders of such Series B Preferred Stock, and (ii) if the Required Holders holders of at least a majority of the then outstanding shares of Series B Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 one hundred twenty (120) calendar days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th one hundred twentieth (120th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Series B Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 B Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series B Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Series B Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock been redeemed as soon as practicable but after the Corporation has funds legally available therefor. The provisions of Subsections 6.2 through 6.4 shall apply, with such necessary changes in any event not less than 30 days prior the details thereof as are necessitated by the context, to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Series B Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below2.3.2(b). (b) . Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.2(b), the Corporation shall hold all consideration received and other value in trust for the benefit of the Series B Preferred Stock holders and shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event. In the event of a Deemed Liquidation Event the Series B Conversion Price shall be automatically and without any action necessary on any party, be reduced to the lower Series B Conversion Price indicated below.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i) or Subsection 3.3.1(b) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 and 3.2. . (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii3.3.1(a)(ii) or 3.3.l(b3.3.1(c), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series C Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Series C Preferred Stock, and (ii) if the Required Holders holders of at least 67% of the then outstanding shares of Series C Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Series C Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 C Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series C Preferred Stock, the Corporation shall ratably redeem a pro rata portion of each holder’s shares of Series C Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In The provisions of Section 7 shall apply, with such necessary changes in the event details thereof as are necessitated by the Required Holders have so requested in writing in accordance with clause (ii) abovecontext, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Series C Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below3.3.2(b). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2, the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(iSection 2(f)(i)(a) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 Sections 2(a), (b), (c) and 3.2. (d). (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(iiSection 2(f)(i)(a)(ii) or 3.3.l(b2(f)(i)(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Preferred Stock, and (iiiii) if the Required Holders holders of at least a majority of the then outstanding shares of Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price per share equal to the Series A-1 applicable Liquidation Amount or the Series A-2 Liquidation Amount, as applicableValue. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall first redeem a pro rata portion of each holder’s shares of Series A Preferred Stock, Series B Preferred Stock and Series B-2 Preferred Stock in accordance with the liquidation preferences set forth in Sections 2(a) and (b) to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock been redeemed as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that after the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be funds legally available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2Section 2(f)(ii)(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) a. The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i) unless the agreement or plan of merger or consolidation or other applicable agreement for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3.1 5.1 and 3.2. 5.2. b. In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii) or 3.3.l(b)Event, if the Corporation does not effect a dissolution of the Corporation under the Delaware General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series C-1 Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their such shares of Series C-1 Preferred Stock, and (ii) if the Required Holders so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Series C-1 Preferred Stock and shares of Series C-2 Preferred Stock at a price per share equal to the Series A-1 C-1 Liquidation Amount or the and Series A-2 C-2 Liquidation Amount, as applicablerespectively. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock, the Corporation shall ratably redeem a pro rata portion of each holder’s shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock to the fullest extent of such Available Proceeds, based on Proceeds (in proportion to the respective amounts which would otherwise be payable in respect of on the shares held by them upon such distribution if all amounts payable on or with respect to be redeemed if the Available Proceeds such shares were sufficient to redeem all such sharespaid in full), and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In the event the Required Holders have so requested in writing in accordance with clause (ii) above, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.25.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation EventEvent or in the ordinary course of business.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(iSection 5.3.l(a) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be allocated among to the holders of capital stock of the Corporation in accordance with Subsections 3.1 Sections 5.1, if applicable, and 3.2. 5.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(iiSection 5.3.l(a) or 3.3.l(b)5.3.l(b) other than a Non-Triggering Change of Control, if the Corporation does not effect a dissolution any shares of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series X Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of their shares of Preferred Stock, and (ii) if the Required Holders so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Eventare then outstanding, the Corporation shall promptly use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Series X Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 applicable Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series X Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s 's shares of Series X Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In The provisions of Section 6 shall apply, with such necessary changes in the event details thereof as are necessitated by the Required Holders have so requested in writing in accordance with clause (ii) abovecontext, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Series X Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates thereforthis Section 5.3.2(b). Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below). (b) Prior to the distribution or redemption provided for in this Subsection 3.3.2Section 5.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.

Effecting a Deemed Liquidation Event. (a) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 3.3.1(a)(i2.3.1(a) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be allocated among paid to the holders of capital stock of the Corporation in accordance with Subsections 3.1 2.1 and 3.2. 2.2. (b) In the event of a Deemed Liquidation Event referred to in Subsection 3.3.l(a)(ii) or 3.3.l(b2.3.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series A Preferred Stock no later than the 90th ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause clause; (ii) to require the redemption of their such shares of Series A Preferred Stock, and (iiiii) if the Required Holders holders of at least a majority of the then outstanding shares of Series A Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the BoardBoard of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Series A Preferred Stock at a price per share equal to the Series A-1 Liquidation Amount or the Series A-2 A Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series A Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Series A Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. In The provisions of Section 6 shall apply, with such necessary changes in the event details thereof as are necessitated by the Required Holders have so requested in writing in accordance with clause (ii) abovecontext, the Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Preferred Stock as soon as practicable but in any event not less than 30 days prior to the date set for redemption. Each Redemption Notice shall state: (a) the number of shares of Preferred Stock held by the holder that the Corporation shall redeem; (b) the redemption date and the Series A-1 Liquidation Amount or Series A-2 Liquidation Amount, as applicable (the “Redemption Price”); (c) the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5.1); and (d) the manner and the place at which the holder must surrender, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed. On or before the applicable redemption date, each holder of shares of Preferred Stock to be redeemed on such redemption date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 5, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable redemption date the Redemption Price payable upon redemption of the shares of Series A Preferred Stock pursuant to be redeemed on such redemption date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such redemption date and all rights with respect to such shares shall forthwith after the redemption date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Notwithstanding the foregoing, this Subsection 3.3.2(a) shall not apply to a Deemed Liquidation Event that is a SPAC Transaction (as defined below2.3.2(b). (b) . Prior to the distribution or redemption provided for in this Subsection 3.3.22.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.