Common use of Founder Shares Clause in Contracts

Founder Shares. On January 13, 2022, the Company issued to CO2 Energy Transition, LLC, a Delaware limited liability company (the “Sponsor”), for an aggregate consideration of $25,000, 3,593,750 shares of Common Stock (the “Founder Shares”). On October 10, 2022, the Sponsor amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock. On December 28, 2022, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 3,066,667 shares of Common Stock. On December 1, 2023, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders until the earlier to occur of (i) one (1) year after the completion of the initial Business Combination or (ii) after the initial Business Combination (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred fifty (150) days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter (as defined in Section 2.21.1 hereof). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within eighteen (18) months (or up to twenty-four (24) months, if applicable) from the closing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 300,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On In [January 13, 20222021], the Company issued to CO2 Energy Transition, LLC, a Delaware limited liability company Sierra Lake Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 3,593,750 8,625,000 shares of Common Stock the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On October 10, 2022in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the Sponsor amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock. On December 28, 2022, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 3,066,667 shares of Common Stock. On December 1, 2023, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock“Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders Sponsor until the earlier to occur of of: (i) one (1) year after following the completion consummation of the initial Business Combination Combination; or (ii) after subsequent to the initial consummation of a Business Combination Combination, (x) if when the last reported sale closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, consolidationscapitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred fifty (150) 150 days after the initial consummation of the Business Combination Combination; or (y) the date on which the Company completes consummates a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter (as defined in Section 2.21.1 hereof). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within eighteen (18) months (or up to twenty-four (24) months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 300,000 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2520% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On January 13In November 2021, 2022, the Company issued to CO2 Energy TransitionXxxxx Circle Sponsor I, LLC, a Delaware limited liability company (and together with Xxxxx Circle Advisors I, LLC, a Delaware limited liability company, the “Sponsor”). paid certain offering costs of the Company totaling $25,000 in exchange for 8,663,333 Class B ordinary shares, for an aggregate consideration of par value $25,000, 3,593,750 shares of Common Stock 0.0001 per share (the “Founder Shares”). On October 10In November 2021, the Company effected a share capitalization pursuant to which the Company issued an additional 84,334 Founder Shares; in January 2022, the Sponsor amended and restated Company effected a share capitalization pursuant to which the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock. On December 28, 2022, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 3,066,667 shares of Common Stock. On December 1, Company issued an additional 10,000 Founder Shares; in March 2023, the Sponsor further amended and restated surrendered to the subscription agreement to provide Company for a subscription of 2,300,000 shares of Common Stock. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the purchase of no consideration 4,362,167 Founder Shares; in May 2024, the Company effected a share capitalization pursuant to which the Company issued an additional 3,471,167 Founder Shares; and in September 2024, the Company effected a share capitalization pursuant to which the Company issued an additional 38,333 Found Shares, resulting in an aggregate of 7,905,000 Founder Shares outstanding. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders Sponsor or the Company’s officers and independent directors until the earlier to occur of of: (iA) one (1) year after the completion of the initial Business Combination or and (iiB) after subsequent to the initial Business Combination Combination, (x) if the last reported sale closing price of the Common Stock Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splitsshare sub-divisions, stock dividends, rights issuances, consolidationsshare capitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any twenty (20) 20 trading days within any thirty (30) -trading day period commencing at least one hundred fifty (150) 150 days after the initial Business Combination Combination, or (y) the date on which the Company completes a liquidation, merger, stock share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders Public Shareholders having the right to exchange their shares of common stock Public Shares for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter (as defined in Section 2.21.1 hereof). The holders of Founder Shares shall have no right to any liquidating distributions from the Trust Account with respect to any portion of the their Founder Shares in the event the Company fails to consummate a Business Combination within eighteen (18) months (or up to twenty-four (24) months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 300,000 1,005,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2525.0% of the issued and outstanding ordinary shares of the Company (but not including any Placement Shares (as defined below) or any Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionOption (excluding any Placement Shares).

Founder Shares. On January 13November 16, 20222021, the Company issued to CO2 Energy Transition, LLC, a Delaware limited liability company GSR Meteora Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 3,593,750 5,750,000 shares of Common Stock the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On October 10, 2022in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the Sponsor amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock“Act”). On December 28, 2021, the Company effected a 1.10-for-1 stock split for all outstanding Founder Shares. On January 20, 2022, the Sponsor further amended and restated the subscription agreement to provide for Company effected a subscription 5-for-4 stock split resulting in an aggregate of 3,066,667 shares of Common Stock. On December 1, 2023, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock7,906,250 Founder Shares. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders until the earlier to occur of of: (i) one (1) year after the completion of the initial Business Combination with or (ii) after subsequent to the initial consummation of a Business Combination Combination, (x) if when the last reported sale closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactionsthe like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred fifty (150) 150 days after the initial consummation of the Business Combination Combination; or (y) the date on which the Company completes a liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter Letters (as defined in Section 2.21.1 hereofherein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within eighteen (18) months (or up to twenty-four (24) months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 300,000 1,031,250 Founder Shares) such that the Founder Shares then outstanding will comprise 2520% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On January 13May 30, 20222023, the Company issued to CO2 Energy Transition, LLC, a Delaware limited liability company GSR III Sponsor LLC (the “Sponsor”), for an aggregate consideration of ) paid $25,000, 3,593,750 25,000 to the Company to purchase 5,750,000 Class B ordinary shares of Common Stock the Company, par value $0.0001 per share (the “Founder Shares”). On October 10, 2022in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the Sponsor amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock. On December 28, 2022, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 3,066,667 shares of Common Stock. On December 1, 2023, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock“Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders Shareholders until the earlier to occur of of: (i) one (1) year after the completion of the initial Business Combination or (ii) after subsequent to the initial consummation of a Business Combination Combination, (x) if the last reported sale price of the Common Stock Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splitsshare sub divisions, stock share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactionsthe like) for any twenty (20) 20 trading days within any thirty (30) 30 trading day period commencing at least one hundred fifty (150) 150 days after the initial consummation of the Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange share exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders our public shareholders having the right to exchange their ordinary shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter Letters (as defined in Section 2.21.1 hereofherein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within eighteen (18) months (or up to twenty-four (24) months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 300,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On January 13March 12, 20222021, the Company issued to CO2 Energy TransitionParsec Acquisitions Sponsor, LLC, a Delaware limited liability company LLC (the “Sponsor”), for an aggregate consideration of $25,000, 3,593,750 1,437,500 shares of Common Stock the Company’s Class B common stock, par value $0.0001 per share, and in September 2021, the Company effected a stock dividend of an aggregate 718,750 shares of the Company’s Class B common stock, resulting in its founder holding an aggregate of 2,156,250 shares of the Company’s Class B common stock (the “Founder Founders Shares”). On October 10, 2022, up to 281,250 of which are subject to forfeiture depending on the Sponsor amended and restated extent to which the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock. On December 28, 2022, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 3,066,667 shares of Common Stock. On December 1, 2023, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of Common StockOver-allotment Option is exercised. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders until the earlier to occur of of: (i) one (1) year after twelve months following the completion consummation of the initial Business Combination or Combination; (ii) after subsequent to the initial consummation of a Business Combination (x) if Combination, when the last reported sale closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactionsthe like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred fifty (150) 150 days after the initial consummation of the Business Combination Combination; or (yiii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination Combination, that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter Letters (as defined in Section 2.21.1 hereofherein). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within eighteen “Initial Stockholders” means (18i) months (or up to twenty-four (24) months, if applicable) from the closing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares and (up to 300,000 Founder Sharesii) such that the Founder Shares then outstanding will comprise 25% members of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment OptionSponsor.

Founder Shares. On January 13, 2022In August 2020, the Company issued to CO2 Energy Transition, LLC, a Delaware limited liability company Altitude Acquisition Holdco LLC (the “Sponsor”), for an aggregate consideration of $25,000, 3,593,750 8,625,000 shares of Common Stock the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On October 10, 2022in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the Sponsor amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock. On December 28, 2022, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 3,066,667 shares of Common Stock. On December 1, 2023, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock“Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders Sponsor until the earlier to occur of of: (i) one (1) year after following the completion consummation of the initial Business Combination Combination; or (ii) after subsequent to the initial consummation of a Business Combination Combination, (x) if when the last reported sale closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, consolidationscapitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred fifty (150) 150 days after the initial consummation of the Business Combination Combination; or (y) the date on which the Company completes consummates a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter (as defined in Section 2.21.1 hereof). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within eighteen (18) months (or up to twenty-four (24) months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 300,000 1,125,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2520% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On January 13In April 2021, 2022, the Company issued to CO2 Energy Transition, Sanaby Health Sponsor I LLC, a Delaware limited liability company (the “Sponsor”) purchased 4,312,500 shares of Class B common stock, $0.0001 par value per share, of the Company (the “Founder Shares”), for an aggregate consideration of $25,000, 3,593,750 shares in a private placement exempt from registration under the Securities Act of Common Stock 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. On July 12, 2021, the Company effected a 1.2-for 1.0 stock split with respect to its Founder Shares”). On October 10, 2022, resulting in the Sponsor amended and restated the subscription agreement to provide for a subscription holding an aggregate of 2,300,000 shares of Common Stock. On December 28, 2022, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 3,066,667 shares of Common Stock. On December 1, 2023, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock5,175,000 Founder Shares. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders Sponsor until the earlier to occur of of: (i) one (1) year after following the completion consummation of the initial Business Combination Combination; or (ii) after subsequent to the initial consummation of a Business Combination Combination, (x) if when the last reported sale closing price of the shares of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactionsthe like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred fifty (150) 150 days after the initial consummation of the Business Combination Combination; or (y) the date on which the Company completes a liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Company’s its stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter (as defined in Section 2.21.1 hereof). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within eighteen (18) months (or up to twenty-four (24) months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 300,000 675,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2520% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On In January 132021, 2022, the Company issued to CO2 Energy Transition, EG Sponsor LLC, a Delaware limited liability company (the “Sponsor”) purchased 5,750,000 shares of Class B common stock, $0.0001 par value per share, of the Company (the “Founder Shares”), for an aggregate consideration of $25,000, 3,593,750 shares in a private placement exempt from registration under the Securities Act of Common Stock 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. On April 2, 2021, the Company effected a stock dividend of 1,437,500 shares with respect to its Founder Shares”). On October 10, 2022, resulting in the Sponsor amended and restated the subscription agreement to provide for a subscription holding an aggregate of 2,300,000 shares of Common Stock. On December 28, 2022, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 3,066,667 shares of Common Stock. On December 1, 2023, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock7,187,500 Founder Shares. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders Sponsor until the earlier to occur of of: (i) one (1) year after following the completion consummation of the initial Business Combination Combination; or (ii) after subsequent to the initial consummation of a Business Combination Combination, (x) if when the last reported sale closing price of the shares of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactionsthe like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred fifty (150) 180 days after the initial consummation of the Business Combination Combination; or (y) the date on which the Company completes a liquidation, merger, capital stock exchange exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Company’s its stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter (as defined in Section 2.21.1 hereof). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within eighteen (18) months (or up to twenty-four (24) months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 300,000 937,500 Founder Shares) such that the Founder Shares then outstanding will comprise 2520% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On January 13, 2022, the Company issued to CO2 Energy Transition, LLC, a Delaware limited liability company (the “Sponsor”), for an aggregate consideration of $25,000, 3,593,750 shares of Common Stock (the “Founder Shares”). On October 10, 2022, the Sponsor amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock. On December 28, 2022, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 3,066,667 shares of Common Stock. On December 1, 2023, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stock. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders until the earlier to occur of (i) one (1) year after the completion of the initial Business Combination or (ii) after the initial Business Combination (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred fifty (150) days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter (as defined in Section 2.21.1 hereof). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within eighteen twelve (1812) months (or up to twenty-four eighteen (2418) months, if applicable) from the closing of the Offering. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 300,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

Founder Shares. On January 13, 2022In March 2021, the Company issued to CO2 Energy Transition, LLC, a Delaware limited liability company Intelligent Medicine Sponsor LLC (the “Sponsor”), for an aggregate consideration of $25,000, 3,593,750 5,750,000 shares of Common Stock the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On October 10, 2022In June 2021, the Sponsor amended transferred an aggregate of 275,000 Founder Shares to certain of the Company’s directors and restated advisors or entities controlled by such directors or advisors. The 275,000 Founder Shares held by directors or advisors (or by entities controlled by such directors or advisors) are not subject to forfeiture in the subscription agreement to provide for a subscription of 2,300,000 shares of Common Stockevent the Over-allotment Option is not exercised. On December 28Subsequently, 2022in September 2021, the Sponsor further amended forfeited an aggregate of 1,437,500 of the Founder Shares for no consideration, resulting in the Sponsor and restated the subscription agreement to provide for a subscription such directors and advisors (or entities controlled by such directors and advisors) holding an aggregate of 3,066,667 shares of Common Stock4,312,500 Founder Shares. On December 1November 4, 20232021, the Company effected a stock dividend of 0.02 of a share of Class B common stock for each outstanding share of Class B common stock, resulting in the Sponsor further amended and restated the subscription agreement to provide for a subscription such directors and advisors (or entities controlled by such directors and advisors) holding an aggregate of 2,300,000 shares of Common Stock5,175,000 Founder Shares. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders Sponsor until the earlier to occur of of: (i) one (1) year after following the completion consummation of the initial Business Combination Combination; or (ii) after subsequent to the initial consummation of a Business Combination Combination, (x) if when the last reported sale closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, consolidationscapitalizations, reorganizations, recapitalizations and other similar transactionsthe like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred fifty (150) 150 days after the initial consummation of the Business Combination Combination; or (y) the date on which the Company completes consummates a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letter (as defined in Section 2.21.1 hereof). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within eighteen (18) months (or up to twenty-four (24) months, if applicable) from the closing of the OfferingCombination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 300,000 675,000 Founder Shares) such that the Founder Shares then outstanding will comprise 2520% of the issued and outstanding shares of the Company (but not including any Placement Shares (as defined below) or any Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.