Extract to table

"Amended and Restated Certificate of Incorporation" or "Restated Certificate" means the Amended and Restated Certificate of Incorporation of the Company in the form attached hereto as Exhibit A, which shall authorize, among other things, the issuance of the Series B Preferred Stock and set forth the rights, preferences, privileges, and restrictions thereof, and which shall be filed with the Secretary of State of the State of Delaware prior to the Closing

"Escrow Release Date" means the date that is twelve (12) months after the Closing Date (expected to be September 5, 2026), on which date the Escrow Amount (less any amounts previously disbursed or subject to then-pending claims) shall be released in accordance with the terms of the Escrow Agreement

As of immediately prior to the Closing, Fully Diluted Shares shall be 63,000,000

As of immediately after the Closing (giving effect to the issuance of the Shares), Fully Diluted Shares shall be 77,414,414

00), representing one percent (1%) of the Aggregate Purchase Price; the Indemnification Basket shall operate as a "tipping basket" as more particularly described in Section 8

2 — Rules of Construction (a) Unless the context otherwise requires, terms defined in the singular shall include the plural, and terms defined in the plural shall include the singular