Common use of Sale and Issuance of Preferred Stock Clause in Contracts

Sale and Issuance of Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form of EXHIBIT B attached to this Agreement (the “Restated Certificate”). (b) Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to the Purchaser at the Closing that number of shares of Series A Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”), set forth opposite the Purchaser’s name on Exhibit A, at a purchase price of $[***] per share (the “Purchase Price”). The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Milestone Shares, as defined below) shall be referred to in this Agreement as the “Shares.”

Sale and Issuance of Preferred Stock. (a) The Company shall adopt has adopted and file filed with the Secretary of State of the State of Delaware Wyoming on or before the Initial Closing (as defined below) the Amended and Restated Certificate Articles of Incorporation in the form of EXHIBIT B attached to this Agreement (the “Restated CertificateAmended Articles”). Each Purchaser acknowledges that a copy of the Amended Articles has been provided to them prior to their respective execution of this Agreement. (b) Subject to the terms and conditions of this Agreement, the each Purchaser agrees to purchase at the applicable Closing (as defined below) and the Company agrees to sell and issue to the each Purchaser at the applicable Closing that number of shares of Series A Preferred Stock, $0.01 0.001 par value per share (the “Series A Preferred Stock”), set forth opposite the each Purchaser’s name on Exhibit Schedule “A, ” at a purchase price of $[***] 0.56036 per share (the “Purchase Price”)share. The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Milestone Shares, as defined below) shall be referred to in this Agreement as the “Shares.”

Sale and Issuance of Preferred Stock. (a) The Company shall adopt and file with the Secretary Certificate of State Incorporation of the State of Delaware on or before Company immediately prior to the Initial Closing (shall be as defined below) the Amended and Restated Certificate of Incorporation in the form of EXHIBIT set forth on Exhibit B attached to this Agreement (the “Restated CertificateCertificate of Incorporation”). The Bylaws of the Company immediately prior to the Initial Closing shall be as set forth on Exhibit C to this Agreement (the “Bylaws” and, together with the Certificate of incorporation, the “Company Organizational Documents”). (b) Subject to the terms and conditions of this Agreement, the each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to the each Purchaser at the Closing that number of shares of Series A B Convertible Redeemable Preferred Stock, $0.01 0.0001 par value per share (the “Series A B Preferred Stock”), set forth opposite the each Purchaser’s name on Exhibit A, at a purchase price of $[***] 31.70 per share (the “Purchase Price”). The shares of Series A B Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Milestone Additional Shares, as defined below) shall be referred to in this Agreement as the “Shares.”

Sale and Issuance of Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined below) the Second Amended and Restated Certificate of Incorporation of the Company in the form of EXHIBIT Exhibit B attached to this Agreement (the “Restated Certificate”). (b) Subject to the terms and conditions of this Agreement, the each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to the each Purchaser at the Closing that number of shares of Series A B Preferred Stock, $0.01 par value per share (the “Series A B Preferred Stock”), set forth opposite the each Purchaser’s name on Exhibit A, at a purchase price of $[***] 0.46 per share (the “Purchase Price”)share. The shares of Series A B Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Milestone Additional Shares, as defined below) shall be referred to in this Agreement as the “Shares.”

Sale and Issuance of Preferred Stock. (a) The Company shall adopt have adopted and file filed with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form of EXHIBIT Exhibit B attached to this Agreement (the “Restated Certificate”). (b) Subject to the terms and conditions of this Agreement, the each Purchaser agrees to purchase at the Initial Closing and the Company agrees to sell and issue to the each Purchaser at the Initial Closing that number of shares of Series A Preferred Stock, $0.01 0.00001 par value per share (the “Series A Preferred Stock”), set forth opposite the each Purchaser’s name on Exhibit A, at a purchase price of $[***] per share (the “Purchase Price”). The shares of Series A Preferred Stock issued or issuable to the Purchasers pursuant to this Agreement (including any shares those to be issued at the Initial Closing Closing, any Escrow Shares and any Milestone Shares, as each term is as defined below) shall be referred to in this Agreement as the “Shares.”

Sale and Issuance of Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined below) the Amended and Restated Certificate of Incorporation Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock, dated November 12, 2018 in the form of EXHIBIT B Exhibit A attached to this Agreement (the “Restated CertificateCertificate of Designation”). (b) Subject to the terms and conditions of this Agreement and concurrent with the execution of the agreement between the Company and the Purchaser to be entered into on November 12th, 2018 (the “Collaboration Agreement”), the Purchaser agrees to purchase at the Initial Closing (as defined below) and the Company agrees to sell and issue to the Purchaser at the Initial Closing that number of 645,161 shares of Series A E Convertible Preferred Stock, $0.01 par value per share (the “Series A E Preferred Stock”), set forth opposite the Purchaser’s name on Exhibit A, at a purchase price of $[***] 3.10 per share (the “Purchase Price”)share. The shares of Series A E Preferred Stock issued to the Purchasers Purchaser pursuant to this Agreement (including any shares issued at the Initial Closing and any Milestone Sharesor the Second Closing, as defined below) shall be referred to in this Agreement as the “Shares.”

Sale and Issuance of Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined below) the Second Amended and Restated Certificate of Incorporation in the form of EXHIBIT Exhibit B attached to this Agreement (the “Restated Certificate”). (b) Subject to the terms and conditions of this Agreement, the each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to the each Purchaser at the Closing that number of shares of Series A Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”), set forth opposite the each Purchaser’s name on Exhibit AA (the “Schedule of Purchasers”), at a purchase price of $[***] 0.08863 per share (the “Purchase Price”)share. The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Milestone Additional Shares, as defined below) shall be referred to in this Agreement as the “Shares.”

Sale and Issuance of Preferred Stock. (a) The Company shall adopt have adopted and file filed with the Secretary of State of the State of Delaware Nevada, on or before the Initial each Closing (initial tranche and second tranche as defined below) ), the Amended and Restated Certificate of Incorporation Designation of Series “A” Convertible Preferred Stock in the form of EXHIBIT B Exhibit A attached to this Agreement (the “Restated CertificateCertificate of Designation of Series “A” Convertible Preferred Stock”). (b) Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the applicable Closing (as defined below) and the Company agrees to sell and issue to the Purchaser at the Closing that applicable Closing, a certain number of shares of Series A Convertible Preferred Stock, $0.01 0.001 par value per share (the “Series A Convertible Preferred Stock”), ) set forth opposite the Purchaser’s name on Exhibit Abelow, at a purchase price of $[***] 5.00 per share (share, in two tranches, upon the “Purchase Price”)terms and conditions set forth below. The shares of Series A Convertible Preferred Stock issued to the Purchasers Purchaser pursuant to this Agreement (including any shares issued at the Initial Closing and any Milestone Shares, as defined below) shall be referred to in this Agreement as the “Shares.”

Sale and Issuance of Preferred Stock. (a) The Company shall adopt and file with the Secretary Certificate of State Incorporation of the State of Delaware on or before Company immediately prior to the Initial Closing (shall be as defined below) the Amended and Restated Certificate of Incorporation in the form of EXHIBIT set forth on Exhibit B attached to this Agreement (the “Restated CertificateCertificate of Incorporation”). The Bylaws of the Company immediately prior to the Initial Closing shall be as set forth on Exhibit C to this Agreement (the “Bylaws” and, together with the Certificate of incorporation, the “Company Organizational Documents”). (b) Subject to the terms and conditions of this Agreement, the each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to the each Purchaser at the Closing that number of shares of Series A Redeemable Convertible Preferred Stock, $0.01 0.0001 par value per share (the “Series A Preferred Stock”), set forth opposite the each Purchaser’s name on Exhibit A, at a purchase price of $[***] 25.00 per share (the “Purchase Price”). The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Milestone Additional Shares, as defined below) shall be referred to in this Agreement as the “Shares.”

Sale and Issuance of Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form of EXHIBIT Exhibit B attached to this Agreement (the “Restated Certificate”). (b) Subject to the terms and conditions of this Agreement, the each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to the each Purchaser at the Closing that number of shares of Series A Preferred Stock, $0.01 0.0001 par value per share (the “Series A Preferred Stock”), set forth opposite the each Purchaser’s name on Exhibit A, at a purchase price of $[***] 8.79120 per share (the “Purchase Price”)share. The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Milestone Shares, as defined below) shall be referred to in this Agreement as the “Shares.”

Sale and Issuance of Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form of EXHIBIT Exhibit B attached to this Agreement (the “Restated Certificate”). (b) Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to the Purchaser at the Closing that number of shares of Series A Preferred Stock, $0.01 0.00001 par value per share (the “Series A Preferred Stock”), set forth opposite the such Purchaser’s name on Exhibit A, at a purchase price of $[***] per share (the “Purchase Price”). The shares of Series A Preferred Stock issued to the Purchasers Purchaser pursuant to this Agreement (including any shares issued at the Initial Closing and any Milestone SharesShares sold in any Milestone Closing or Discretionary Shares sold in the Discretionary Closing, as defined below) shall be referred to in this Agreement as the “Shares.”

Sale and Issuance of Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined below) the Amended and Restated Certificate of Incorporation Designations setting forth certain terms and rights with respect to the Series B Preferred Stock (as defined below) in the form of EXHIBIT Exhibit B attached to this Agreement (the “Restated CertificateSeries B Certificate of Designations”). (b) Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing (as defined below), and the Company agrees to sell and issue to the Purchaser at the Closing Closing, that number of shares of Series A B Perpetual Non-Convertible Preferred Stock, $0.01 0.0001 par value per share (the “Series A B Preferred Stock”), set forth opposite the Purchaser’s name on Exhibit A, at a purchase price of $[***] 1,000 per share (the “Purchase Price”)share. The shares of Series A B Preferred Stock issued to the Purchasers Purchaser pursuant to this Agreement (including any shares issued at the Initial Closing and any Milestone Shares, as defined below) shall be referred to in this Agreement as the “Shares.”

Sale and Issuance of Preferred Stock. (a) The Company shall adopt have adopted and file filed with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined below) the Certificate of Designation in the form of Exhibit B attached to this Agreement, as corrected by a Certificate of Correction dated March 9, 2023 (the “Certificate of Designation” and together with the Company’s Eighth Amended and Restated Certificate of Incorporation in the form of EXHIBIT B attached to this Agreement (Incorporation, the “Restated Certificate”). (b) Subject to the terms and conditions of this Agreement, the each Purchaser agrees to purchase at the applicable Closing (as defined below) and the Company agrees to sell and issue to the each Purchaser at the applicable Closing that number of shares of Series A A-1 Preferred Stock, $0.01 0.0001 par value per share (the “Series A A-1 Preferred Stock”), set forth opposite the each Purchaser’s name on Exhibit A, at a purchase price of $[***] 4.9745920 per share (the “Purchase Price”)share. The shares of Series A A-1 Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Milestone Shares, as defined below) shall be referred to in this Agreement as the “Shares.”