Common use of 2Capitalization Clause in Contracts

2Capitalization. (a) As of January 30, 2026, the authorized capital stock of xAI consists of 11,274,251,818 shares, divided into (i) 7,945,905,670 shares of xAI Common Stock subdivided into (x) 5,935,905,670 shares of xAI Class A Common Stock, of which 1,019,008,251 are issued and outstanding (and of which 106,716 are xAI Class A Restricted Shares), (y) 2,000,000,000 shares of xAI Class B Common Stock, of which 123,880,157 are issued and outstanding (and of which 44,623,284 are xAI Class B Restricted Shares), and (z) 10,000,000 shares of xAI Limited Voting Common Stock, of which 7,109,358 are issued and outstanding, and (ii) 3,328,346,148 shares of xAI Preferred Stock subdivided into (u) 1,000,000,000 shares of xAI Series A Preferred Stock, of which 750,000,000 are issued and outstanding, (v) 1,000,000,000 shares of xAI Series A-1 Preferred Stock, of which none are issued and outstanding, (w) 584,879,333 shares of xAI Series B Preferred Stock, all of which are issued and outstanding, (x) 277,140,000 shares of xAI Series C Preferred Stock, of which 277,136,234 are issued and outstanding, (y) 174,781,626 shares of xAI Series D Preferred Stock, all of which are issued and outstanding, and (z) 291,545,189 shares of xAI Series E Preferred Stock, of which 254,185,803 are issued and outstanding and 35,117,942 are Committed xAI Series E Preferred Stock. As of such date, 322,265,035 shares of xAI Common Stock were reserved for future issuance under the xAI Stock Plans, inclusive of shares issuable with respect to xAI Options and xAI RSUs. As of such date, 14,328,335 shares of xAI Class A Common Stock and 16,651,214 shares of xAI Class B Common Stock were issuable upon the exercise of outstanding xAI Options, 81,031,961 shares of xAI Class A Common Stock and 1,516,667 shares of xAI Class B Common Stock were issuable upon the settlement of xAI RSUs, and 54,705 shares of xAI Class A Common Stock were issuable upon the exercise of outstanding xAI Warrants. Such issued and outstanding shares of xAI Stock have been, and all shares that may be issued pursuant to any xAI Stock Plan, xAI Warrant or as contemplated or permitted by this Agreement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, or in the case of shares that have not yet been issued, will be, fully paid and nonassessable and free of preemptive rights. Since January 30, 2026, xAI has not authorized the creation or issuance of, or issued, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. XAI has not agreed to take any such action, and there are no outstanding contractual obligations of xAI of any kind to redeem, purchase or otherwise acquire any outstanding shares of capital stock of xAI. Other than the xAI Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of xAI having the right to vote (or, other than the outstanding xAI Equity Awards, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of xAI may vote. Neither xAI nor any xAI Subsidiary is a party to any voting agreement with respect to any xAI securities or securities of any wholly owned xAI Subsidiary. (b) Except as set forth in Section 4.2(a) or with respect to the outstanding xAI Equity Awards, (i) as of January 30, 2026, no shares of capital stock or other voting securities of xAI are issued, reserved for issuance or outstanding, and (ii) there are no outstanding securities, options, equity or equity-based compensation, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which xAI or any of the xAI Subsidiaries is a party or by which any of them is bound obligating xAI or any of the xAI Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of xAI or of any of the xAI Subsidiaries or obligating xAI or any of the xAI Subsidiaries to issue, grant, extend or enter into any such security, option, equity or equity-based compensation, warrant, call, right, commitment, agreement, arrangement or undertaking. (c) Section 4.2(c) of the xAI Disclosure Letter contains a complete and accurate list of all contracts or other agreements between xAI and any holder of xAI capital stock relating to the capital stock of such holder.

2Capitalization. (a) As of January 30, 2026, the authorized capital stock of xAI SpaceX consists of 11,274,251,818 15,298,073,000 shares, divided into (i) 7,945,905,670 7,226,430,000 shares of xAI Common Stock subdivided into (x) 5,935,905,670 shares of xAI SpaceX Class A Common Stock, of which 1,019,008,251 251,865,415 are issued and outstanding, (ii) 1,065,000,000 shares of SpaceX Class B Common Stock, of which 309,763,566 are issued and outstanding (and of which 106,716 200,000,000 are xAI Class A SpaceX Restricted Shares), (yiii) 2,000,000,000 shares of xAI SpaceX Class B C Common Stock, of which 123,880,157 are issued and outstanding (and of which 44,623,284 are xAI Class B Restricted Shares), and (z) 10,000,000 shares of xAI Limited Voting Common Stock, of which 7,109,358 are issued and outstanding, and (ii) 3,328,346,148 shares of xAI Preferred Stock subdivided into (u) 1,000,000,000 shares of xAI Series A Preferred Stock, of which 750,000,000 97,235,921 are issued and outstanding, (viv) 1,000,000,000 2,400,000,000 shares of xAI Series A-1 Preferred SpaceX Class D Common Stock, of which none are issued and outstanding, (w) 584,879,333 shares of xAI Series B Preferred Stock, all of which are issued and outstanding, (x) 277,140,000 shares of xAI Series C Preferred Stock, of which 277,136,234 are issued and outstanding, (y) 174,781,626 shares of xAI Series D Preferred Stock, all of which are issued and outstanding, and (zv) 291,545,189 2,606,643,000 shares of xAI SpaceX Preferred Stock subdivided into (A) 61,000,000 shares of SpaceX Series A Preferred Stock, of which 60,406,005 are issued and outstanding, (B) 61,000,000 shares of SpaceX Series A-1 Preferred Stock, of which 223,167 are issued and outstanding, (C) 5,500,000 shares of SpaceX Series B Preferred Stock, of which 5,088,053 are issued and outstanding, (D) 5,500,000 shares of SpaceX Series B-1 Preferred Stock, of which 73,725 are issued and outstanding, (E) 10,500,000 shares of SpaceX Series C Preferred Stock, of which 9,661,235 are issued and outstanding, (F) 7,500,000 shares of SpaceX Series D Preferred Stock, of which 5,209,633 are issued and outstanding, (G) 10,500,000 shares of SpaceX Series E Preferred Stock, of which 254,185,803 10,164,587 are issued and outstanding and 35,117,942 are Committed xAI outstanding, (H) 6,750,000 shares of SpaceX Series E F Preferred Stock, of which 6,670,397 are issued and outstanding, (I) 13,000,000 shares of SpaceX Series G Preferred Stock, of which 12,622,427 are issued and outstanding, (J) 3,350,000 shares of SpaceX Series H Preferred Stock, of which 3,181,089 are issued and outstanding, (K) 3,000,000 shares of SpaceX Series I Preferred Stock, of which 2,951,350 are issued and outstanding, (L) 2,690,000 shares of SpaceX Series J Preferred Stock, of which 2,459,087 are issued and outstanding, (M) 2,651,000 shares of SpaceX Series K Preferred Stock, of which 2,536,912 are issued and outstanding, (N) 1,468,000 shares of SpaceX Series L Preferred Stock, of which 1,376,612 are issued and outstanding, (O) 2,728,000 shares of SpaceX Series M Preferred Stock, of which 2,710,109 are issued and outstanding, and (P) 9,506,000 shares of SpaceX Series N Preferred Stock, of which 9,332,635 are issued and outstanding. As of such date, 322,265,035 182,746,884 shares of xAI SpaceX Common Stock were reserved for future issuance under the xAI SpaceX Stock Plans, inclusive of shares issuable with respect to xAI SpaceX Options and xAI RSUsSpaceX SAUs. As of such date, 14,328,335 7,870 shares of xAI SpaceX Class A Common Stock, 70,000,000 shares of SpaceX Class B Common Stock and 16,651,214 27,026,983 shares of xAI SpaceX Class B C Common Stock were issuable upon the exercise of outstanding xAI SpaceX Options, 81,031,961 and 14,762,508 shares of xAI SpaceX Class A Common Stock and 1,516,667 shares of xAI Class B C Common Stock were issuable upon the settlement of xAI RSUs, and 54,705 shares of xAI Class A Common Stock were issuable upon the exercise of outstanding xAI WarrantsSpaceX SAUs. Such issued and outstanding shares of xAI SpaceX Stock have been, and all shares that may be issued pursuant to any xAI SpaceX Stock Plan, xAI Warrant Plan or as contemplated or permitted by this Agreement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, or in the case of shares that have not yet been issued, will be, fully paid and nonassessable and free of preemptive rights. Since January 30, 2026, xAI SpaceX has not authorized the creation or issuance of, or issued, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. XAI SpaceX has not agreed to take any such action, and there are no outstanding contractual obligations of xAI SpaceX of any kind to redeem, purchase or otherwise acquire any outstanding shares of capital stock of xAI. SpaceX. Other than the xAI SpaceX Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of xAI SpaceX having the right to vote (or, other than the outstanding xAI SpaceX Equity Awards, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of xAI SpaceX may vote. Neither xAI SpaceX nor any xAI SpaceX Subsidiary is a party to any voting agreement with respect to any xAI SpaceX securities or securities of any wholly owned xAI SpaceX Subsidiary. (b) Except as set forth in Section 4.2(a5.2(a) or with respect to the outstanding xAI SpaceX Equity Awards, (i) as of January 30, 2026, no shares of capital stock or other voting securities of xAI SpaceX are issued, reserved for issuance or outstanding, and (ii) there are no outstanding securities, options, equity or equity-based compensation, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which xAI SpaceX or any of the xAI SpaceX Subsidiaries is a party or by which any of them is bound obligating xAI SpaceX or any of the xAI SpaceX Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of xAI SpaceX or of any of the xAI SpaceX Subsidiaries or obligating xAI SpaceX or any of the xAI SpaceX Subsidiaries to issue, grant, extend or enter into any such security, option, equity or equity-based compensation, warrant, call, right, commitment, agreement, arrangement or undertaking. (c) Section 4.2(c) of the xAI Disclosure Letter contains a complete and accurate list of all contracts or other agreements between xAI and any holder of xAI capital stock relating to the capital stock of such holder.