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principal place of business at   (“Licensee”), and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, solely on behalf of the UC Berkeley campus (“The Regents”), a California public corporation having its corporate offices located at 1111 Franklin Street, Oakland, California 94607-5200.  \nRECITALS  \nWHEREAS, Licensee and The Regents are parties to that exclusive license agreement made effective as of   , 202_ (the “License Agreement”);  \nWHEREAS, pursuant to Section   of the License Agreement, Licensee is obligated to issue to The Regents shares of voting Common Stock of Licensee as partial consideration for the license granted by The Regents pursuant to the License Agreement; and  \nWHEREAS, the issuance of such shares to The Regents is made pursuant to this Agreement.  \nNOW, THEREFORE, in consideration of the foregoing recitals and mutual promises, representations, warranties and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:  \nAGREEMENT  \n1. Issuance of Stock.  \na. Initial Equity Issuance. Licensee hereby issues to The Regents   shares of Licensee ’s voting common stock (the “Shares”) . The Shares equal   % of the outstanding and issued securities of Licensee, calculated on a Fully Diluted Basis as of the Effective Date. For purposes hereof,“Fully Diluted Basis” has the meaning set forth in the summary of equity terms attached asan exhibit to the License Agreement (the “Summary of Equity Terms”) . The Shares are being issued as partial consideration for the license by The Regents of certain intellectual property rights to Licensee, as provided in the License Agreement. Licensee will issue and deliver to The Regents, at the address set forth in the “Notice” provision below, within thirty (30) days of the Effective Date, a stock certificate, registered in the name of THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, solely on behalf of the UC Berkeley campus, reflecting the Shares. In case ofuncertificated shares, Licensee will track The Regents’ ownership on the books of Licensee and provide evidence of ownership to The Regents via account update.  \nb. Additional Rights. As a further condition of Licensee as of the Effective Date, The Regentsand/or its Assignee(s) shall retain the antidilution rights, participation, information and any other rights as set forth in the License Agreement, including any exhibits or schedules thereto.  \n2. “Market Stand-Off”Agreement.  \nThe Regents hereby agrees that, if this Section 2 is invoked by action ofthe Board of Directors of Licenseein the event of Licensee’s first firm commitment underwritten public offering of its common stock under the Securities Act of 1933, as amended,(the “IPO”), and if requested by the managing underwriter, The Regents will, during a period of time specified by Licensee but not to exceed 180 days following the effective date of a registration statement filed in connection with an IPO under the Securities Act of 1933, as amended (the “Securities Act”) not directly or indirectly, sell, offer to sell, contract to sell, grant any option to purchase or otherwise transfer any securities of Licensee held by The Regents, other than  \nsecurities, if any, that are included in such registration and securities acquired in or following the IPO, nor short sell or enter into derivative transactions that are economically equivalent to a sale of such securities. The foregoing provisions of this Section 2 shall be applicable to The Regents only if all officers, directors, and stockholders individually owning more than one percent (1%) of Licensee ’s outstanding common stock (after giving effect to conversion into common stock of all outstanding preferred stock) are si","cbCaicrG3Joj5IJb","https://ap.wps.com/l/cbCaicrG3Joj5IJb","pdf",806127,"English","# Stock Issuance Agreement\n## Recitals\n## Agreement\n### Issuance of Stock\n### “Market Stand-Off” Agreement\n### Representations and Warranties of Licensee","[{\"question\":\"What is the purpose of this Stock Issuance Agreement?\",\"answer\":\"It sets the terms for issuing shares of the licensee’s voting common stock to The Regents as partial consideration for a referenced license agreement covering intellectual property rights.\"},{\"question\":\"When and how will the shares be issued to The Regents?\",\"answer\":\"The licensee issues an initial equity issuance within thirty (30) days of the effective date, providing either a stock certificate or, for uncertificated shares, tracking ownership and providing evidence of ownership via account update.\"},{\"question\":\"What is the “Market Stand-Off” provision?\",\"answer\":\"If invoked in connection with an IPO and requested by the managing underwriter, The Regents agrees not to directly or indirectly sell, offer, contract to sell, grant options, transfer, or short sell or enter equivalent derivative transactions for a period not exceeding 180 days, subject to applicability conditions.\"}]","Stock Issuance Agreement - Sample | PDF",1789571466]