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action agrees amended applicable approval assignment authorized Board of Directors bridge loan Bylaws California certificate of incorporation Common Stock Company's Conversion Shares Corporation Law counsel deemed Delaware Delaware corporation DGCL dividends documents elected Emerging Companies employees entitled Equity Securities event expenses flow-through entity founders hereby hereto hereunder holders indemnification Indemnitee Initial Public Offering investment investors issuable issuance issued Lender liability limited Liquidation Event meeting ment MODEL CORPORATION Note number of shares obligations officers option otherwise outstanding pany party payment person poration prior proposed business Proprietary Information Purchased Shares pursuant to Section redemption Registrable Securities registration statement Repurchase request respect Restated Certificate Section l45 securities laws selling Series Preferred Stock shares of Common shares of Series Stock Purchase Agreement stock splits stockholders termination thereof tion transaction Transfer Notice underwriters venture capital voting agreement waiver Warrant written consent