Authorized and Outstanding Capital Stock. As of the Effective Date, the authorized capital stock of [[Organization B:Organization]] consists of: # preferred stock, $0.0001 par value per share, 1,000,000 authorized shares and no shares issued and outstanding, and # common stock, $0.0001 par value per share, 600,000,000 authorized shares and 8,590,086 issued and outstanding. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are currently listed on a Principal Market under the trading symbol “LIDR.” [[Organization B:Organization]] has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act, delisting the Common Shares from the Principal Market, nor has [[Organization B:Organization]] received any notification that the SEC or the Principal Market is contemplating terminating such registration or listing, except as disclosed in the SEC Documents. Except as disclosed in Section 4.10(a) of the Disclosure Schedule or, following the date hereof, in the SEC Documents, [[Organization B:Organization]] is in compliance with all applicable listing requirements of the Principal Market.

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.

FURTHER RESOLVED, that the Company is hereby authorized to issue the Commitment Shares to Aspire as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and non-assessable; and

Issuance of Shares. The Conversion Shares are duly authorized and reserved for

The authorized capital stock of BNOW consists of thirty billion (30,000,000,000) shares of stock, of which 3,329,687,693 shares are Common Stock , par value of $.00001 per share. Further, BNOW holds an authorized 20,000,000 Preferred Series-A Shares with and issued/outstanding of 6,667,8667.

Section # Authorized Shares. The number of shares which RQS United is authorized to issue consists of 50,000 common shares. There are 50,000 common shares issued by RQS United currently issued and outstanding. The issued and outstanding shares are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

Character of Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased in the open market or otherwise.

“Shares” shall mean Ordinary Shares of the Company, Nominal Value per Share, which may be authorized but unissued.

Preferred Shares. Immediately prior to the Closing and after giving effect to the Restructuring, # a total of 6,427,914 authorized series A convertible preferred shares of the Company, par value of US$0.001 per share (the “Series A Preferred Shares”), all of which shares are issued and outstanding; # a total of 9,206,263 authorized series A-1 convertible preferred shares of the Company, par value of US$0.001 per share (the “Series A-1 Preferred Shares”), all of which are issued and outstanding; # a total of 2,138,438 authorized series B convertible preferred shares of the Company, par value of US$0.001 per share (the “Series B Preferred Shares”), all of which shares are issued and outstanding; # a total of 7,583,332 authorized Series B-1 convertible preferred shares of the Company, par value of US$0.001per share (the “Series B-1 Preferred Shares”), all of which shares are issued and outstanding; and # a total number of 13,787,829 authorized Series C Preferred Shares, par value of US$0.001 per share, none of which are issued and outstanding and all of which will be issued and outstanding upon Closing to the Investors in such number as set forth opposite such Investors’ names on [Schedule A] attached hereto. Series A Preferred Shares, Series A-1 Preferred Shares, Series B Preferred Shares, Series B-1 Preferred Shares, and Series C Preferred Shares are referred to collectively herein as “Preferred Shares”.

Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.