Changes in Capitalization. In the event there are any changes in the Common Stock or the capitalization of the Corporation through a corporate transaction, such as any merger, any acquisition through the issuance of capital stock of the Corporation, any consolidation, any separation of the Corporation (including a spin-off or other distribution of stock of the Corporation), any reorganization of the Corporation (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidation by the Corporation, recapitalization, stock dividend, stock split or other change in the corporate structure, appropriate adjustments and changes shall be made by the Committee in # the number of shares and the option price per share of stock subject to this option, and # such other provisions of this option as may be necessary and equitable to carry out the foregoing purposes, provided, however that no such adjustment or change may be made to the extent that such adjustment or change will result in the disallowance of a deduction to the Corporation under Section 162(m) of the Code or any successor section.

Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, # the number and class of securities available under this Plan, # the number and class of securities and exercise price per share of each outstanding Option, # the number of shares subject to and the repurchase price per share subject to each outstanding Restricted Stock Award, and # the terms of each other outstanding Award shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board; provided that, unless otherwise determined by the Board, such changes to the Options shall comply with section 1.424-11] of the Treasury Regulations. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

In the event of a stock dividend, stock split, recapitalization, combination, subdivision, issuance of rights to all stockholders, or other similar corporate change, the Company shall make such adjustment in the aggregate number of Shares that may be issued under the Plan, and the number of Shares subject to, and the Exercise Price of, each then-outstanding Option, as it, in its sole and absolute discretion, deems appropriate.

Changes in Capitalization. Subject to any required action by the shareholders of the [[Plan Administrator:Organization]], the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which have yet been granted, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the [[Plan Administrator:Organization]]; provided, however, that conversion of any convertible securities of the [[Plan Administrator:Organization]] shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the [[Plan Administrator:Organization]] of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Plan.

Adjustment: The foregoing numbers of shares subject to Initial Awards and Annual Awards shall be automatically adjusted as provided in [Section 3(b)] of the Company’s 2021 Stock Option and Incentive Plan related to changes in capitalization.

Capitalization. As of the date hereof, the authorized common stock of the Company consists of 740,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 6194921 shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.

Capitalization. The outstanding capital stock of the Company is as described in the SEC Reports. The Company has not made any material issuances of capital stock since December 10, 2020, other than pursuant to the purchase of shares under the Company’s employee stock equity plans and the exercise of outstanding warrants or stock options, in each case as disclosed in the SEC Reports, as well as the issuance of restricted shares to certain of its directors as part of its director compensation program and the issuance of restricted shares to certain of the Company’s employees and consultants under the Company’s employee stock equity plans. There are not # any outstanding preemptive rights, or # any rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company not disclosed in the SEC Reports, or # any contract, commitment, agreement, understanding or arrangement of any kind to which the Company is a party that would provide for the issuance or sale of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options not disclosed in the SEC Reports. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party.

Capitalization. [[Organization B:Organization]] has issued and outstanding fifty thousand shares of common stock. Except as set forth in the preceding sentence, no other class of capital stock or other security of [[Organization B:Organization]] is authorized, issued, reserved for issuance or outstanding. The ​, as of the Closing Date, are the lawful, record and beneficial owners of the number of [[Organization B:Organization]] Shares of Common Stock set forth opposite each Seller’s name on [Annex A] attached hereto. The ​ have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the ​ or [[Organization B:Organization]], no other class of capital stock or other security of [[Organization B:Organization]], as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, Cosmos will be vested with good and marketable title to the Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws). No legend or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of [[Organization B:Organization]] was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any other securities or “blue sky” laws.

Capitalization. Narrate's authorized membership interests consist solely of 80% ​, 20% ​.

Capitalization. ​ is authorized to issue # 1,750,000 shares of Common Stock of which, as of the date of this Agreement, 1,242,760 shares were issued and outstanding and 42,500 shares are reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible into, shares of Common Stock, and # 100,000,000 shares of preferred stock, par value $0.0001 per share, of which, as of the date of this Agreement, 2,500,000 shares designated as Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”) were issued and outstanding. All outstanding shares of Common Stock have been duly authorized and validly issued, and are fully paid, nonassessable, and free of any preemptive rights.