Prior to the Business Combination, Old Talkspace’s convertible preferred stock consisted of the following:


	December 31, 2020
	Issue Price		Shares Authorized (1)		Shares Issued and Outstanding (1)		Net Carrying Value		Aggregate Liquidation Preference
Seed	$	0.3275		3,895,772		3,895,771	$	1,112	$	1,125
Seed-1		0.3036		8,860,187		8,860,185		2,340		2,372
Seed-2		0.3624		3,755,433		3,755,433		1,150		1,200
Series A		0.5842		18,163,165		18,163,165		9,316		9,356
Series B		1.0413		16,718,570		16,337,364		14,934		15,000
Series C		1.5839		22,412,141		22,412,141		31,226		31,300
Series D		2.7515		21,903,878		21,158,491		51,204		51,332
Total				95,709,146		94,582,550	$	111,282	$	111,685

(1) Shares authorized and shares issued and outstanding have been adjusted to reflect the exchange of Old Talkspace’s common stock for Talkspace’s common stock at an exchange ratio of approximately 1.134140 in June 2021 as a result of the Business Combination. See Note 3, “Business Combination,” for further details.

The terms for the preferred stock provided that each share shall automatically be converted into shares of common stock at the then effective conversion price for such share immediately upon either (i) the closing of the sale of shares of common stock to the public at a price of at least $4.8151 per share (before deduction of the underwriting discount and commissions and subject to appropriate adjustments), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $50,000 of proceeds, before deduction of the underwriting discount and commissions, to the Company, (ii) the closing of the sale of shares of common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, that is approved by the holders of at least a majority of the then outstanding shares of senior preferred stock, which shall include the holders of 55% of the outstanding shares of series D preferred stock, or (iii) the affirmative vote or written consent of the holders of at least a majority of the then outstanding shares of senior preferred stock, voting together as a single class and on an as-converted basis, which (A) shall include the holders of a majority of the outstanding shares of each of the series C preferred stock and series D preferred stock, if such conversion is not made in connection with a deemed liquidation event, and (B) shall include the holders of at least 70% of the outstanding shares of series C preferred stock and the holders of 55% of the outstanding shares of series D preferred stock, if such conversion is made in connection with a deemed liquidation event.

As a result of the Business Combination, all of the shares of preferred stock were converted into common stock.