Common use of Capitalization Representation Clause in Contracts

Capitalization Representation. Licensee represents and warrants to Licensor that, consistent with the capitalization table of Licensee attached as Exhibit D, the authorized capital of Licensee as of the Effective Date consists of : (I) [***] shares of Common Stock, [***] shares of which are issued and outstanding, and (II) [***] shares of preferred stock, all of which shares have been designated Series A Preferred Stock, all of which shares are issued and outstanding. Licensor further represents and warrants to Licensor that all of the issued and outstanding shares of capital stock have been duly authorized, are fully paid and nonasessable and were issued in compliance with all applicable federal and state securities laws. Licensee has reserved [***] shares of Common Stock for issuance pursuant to equity incentive plans, of which [***] shares are subject to outstanding options, [***] shares remain available for issuance and [***] shares have been issued subject to restricted stock agreements.