Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized Company Capital Stock as of the date of this Agreement consists of (i) 26,300,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (c) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 shares of Company Common Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 12,000,000 shares of Company Common Stock, Stock (with $.01 par value $0.0001 per sharevalue), of which 4,912,656 1,301,646 shares have been issued and are outstanding as of the date of this Agreement, and ; (ii) 20,132,055 38,254,470 shares of preferred stock, Class A Preferred Stock (with $.01 par value $0.0001 per sharevalue), of which (A) 8,502,752 38,210,648 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement, ; (yiii) 2,572,912 5,180,000 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series Class B Preferred Stock (with $.01 par value), all of which are 5,000,000 shares have been issued and outstanding as are outstanding; and 4,250,000 shares of the date Class C Preferred Stock (with $.01 par value), of this Agreement, and (C) 6,203,474 which 4,171,846 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and are outstanding. Every ten outstanding as shares of the date of this Agreement. The Series A-1 Class A Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series Stock and Class B Preferred Stock and Series are convertible into one share of Company Common Stock. Each outstanding share of Class C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares convertible into one share of Company Common Stock or Company Preferred Stock. (b) . All of the outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Company Class C Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable non-assessable, and are free of any Encumbrances. None none of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of repurchase option or restriction on transfer, except for the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights option held by the Company with respect to shares ▇▇▇▇ ▇. ▇▇▇▇▇, III and restrictions on transfer imposed by virtue of Company Common Stock (including shares issued pursuant to the exercise of stock options) applicable federal and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stockstate securities laws. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), Under the Company does not have any stock option plan or any other planStock Plans, programoptions to purchase 1,483,040 shares, agreement or arrangement providing for any equity-based compensation for any Person. As which number includes 11,230 Class B warrants, are outstanding as of the date of this Agreement, the Company has reserved 3,214,926 shares of Company Common Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(cPart 2.3(b) of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number term of shares of Company Common Stock subject to such Company Option as of the date of this AgreementOption; (iv) the exercise price of vesting schedule for such Company Option; (v) the date on which exercise price per share of Company Common Stock purchasable under such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expiresOption; and (viiivi) whether such Company Option is an “incentive stock option” (subject to acceleration on or before the Effective Time. Except as defined in the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(cin Part 2.3(b) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesCompany. (ec) All outstanding shares of Company Common Stock, Company Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and other securities of the Company Warrants, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the Delaware General Corporation Law and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 10,000,000 shares of Company Common Stock, without par value $0.0001 per sharevalue, of which 4,912,656 2,589,812 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 2,997,674 shares of preferred stockPreferred Stock, par value $0.0001 per share, 597,674 of which (A) 8,502,752 shares have been designated as "Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, ," all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares 400,000 of which have been designated as "Series A-2 B Preferred Stock, ," all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares 1,156,176 of which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as "Series C Preferred Stock, 5,210,922 ," of which are 1,155,782 shares have been issued and are outstanding as of the date of this Agreement. The Except as set forth on Schedule 2.3(a) of the Disclosure Schedule, each outstanding share of Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares convertible into one share of Company Common Stock or Company Preferred Stock. (b) . All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Companynon-assessable. The Company is not under any obligation, nor is it bound by any Contract pursuant holds no repurchase option to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding of such shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 3,046,648 shares of Company Common Stock for issuance under the Company its 1995 Stock Option Plan, of which 1,962,875 options to purchase 1,403,496 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise outstanding as of Company Options granted under the Company Plan, and 67,266 shares date of Company Common Stock remain available for future issuance pursuant to the Company Planthis Agreement. Section 2.6(cSchedule 2.3(b) of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option and Company Warrant that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option or Company Warrant; (ii) the total number of shares of Company Common Stock that are subject to such Company Option or Company Warrant and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option or Company Warrant was granted; (vi) granted and the applicable vesting schedule, including the number term of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expiresor Company Warrant; (iv) the vesting schedule for such Company Option or Company Warrant, if any; (v) the exercise price per share of Company Common Stock purchasable under such Company Option or Company Warrant; and (viiivi) whether such Company Option is has been designated an “"incentive stock option” (" as defined in Section 422 of the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options as set forth on Section 2.6(cin Schedule 2.3(b) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.,

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 20,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 2,417,529 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 9,395,146 shares of preferred stock, par value $0.0001 per shareCompany Preferred Stock, of which (A) 8,502,752 526,667 shares have been designated as are Series A Preferred Stock, including (x) 1,650,678 415,142 shares which have been designated as are Series A-1 B Preferred Stock, all of which 2,660,081 shares are issued Series C Preferred Stock, 3,993,256 shares are Series D Preferred Stock and outstanding as 1,800,000 shares are Series E Preferred Stock. As of the 8 15 date of this Agreement, (y) 2,572,912 shares which have been designated as 526,667 of Series A-2 A Preferred Stock, all 415,142 shares of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 B Preferred Stock, all 2,640,081 shares of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 3,979,442 shares of which Series D Preferred Stock and 1,769,155 shares of Series E Preferred Stock are issued and outstanding. Each outstanding as share of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Company Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares convertible into one share of Company Common Stock or Company Preferred Stock. (b) . All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(bPart 2.3(a) of the Company Disclosure Schedule accurately and completely lists all each repurchase rights option which is held by the Company with respect and to which any of such shares is currently subject, and the Company has delivered complete and accurate copies of Company Common Stock (including shares issued pursuant any such repurchase option to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common StockParent. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 4,325,000 shares of Company Common Stock for issuance under the Company PlanStock Plans, of which 1,962,875 options to purchase 3,110,441 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) outstanding as of the date of this Agreement. The Company Disclosure Schedule had delivered to Parent a list which accurately sets forth the following information forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted and the term of such Company Option; (viiv) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreementschedule for such Company Option; (viiv) the date on which exercise price per share of Company Common Stock purchasable under such Company Option expiresOption; and (viiivi) whether such Company Option is has been designated an “"incentive stock option” (" as defined in Section 422 of the Code. (c) or a non-qualified stock optionThe Company has reserved 275,000 shares of Company Common Stock for issuance upon exercise of the Bridge Warrants and the EDS Warrants and 10,000 shares of Series C Preferred Stock, 13,814 shares of Series D Preferred Stock and 27,468 shares of Series E Preferred Stock for issuance upon exercise of the Bank Warrants. The Company has made available delivered to Meerkat an Parent accurate and complete copy copies of the each Company Plan Warrant and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate any other Contract pursuant to, or in connection with the closing of the Contemplated Transactionswith, which such Company Warrant was issued. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company Capital consists of: (i) 30,000,000 shares of Common Stock (with par value $.01), of which 13,560,422 shares have been issued and are outstanding as of the date of this Agreement consists of (i) 26,300,000 not including 2,858 shares of Company Common Stock, Stock held in the Company's treasury); (ii) 20,000,000 shares of Preferred Stock (with par value $0.0001 per share.01), of which 4,912,656 (A) 5,651,367 shares have been designated shares of Series A Preferred Stock (with par value $.01) (the "Series A Preferred Stock"), of which 5,651,367 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 50,252 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of (with par value $.01) (the date of this Agreement, and (C) 6,203,474 shares which have been designated as "Series C B Preferred Stock, 5,210,922 or collectively with the Series A Preferred Stock, the "Company Preferred Stock"), of which are 50,252 shares have been issued and are outstanding as of the date of this Agreement. The Each outstanding share of Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B A Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares convertible into one share of Company Common Stock or Company Preferred Stock. (b) . All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) Part 2.3 of the Company Disclosure Schedule accurately provides an accurate and completely lists all complete description of the terms of each repurchase rights option which is held by the Company with respect and to which any of such shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 4,506,663 shares of Company Common Stock for issuance under the Company Planits Stock Option Plans, of which 1,962,875 options (the "Company Options") to purchase 2,128,937 shares have been issued are outstanding as of the date of this Agreement, and are currently outstanding, 1,184,785 34,667 shares have been reserved of Company Common Stock for issuance upon exercise of certain outstanding warrants (the "Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company PlanWarrants"). Section 2.6(c) Part 2.3 of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option and Company Warrant that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option and Company Warrant; (ii) the total number of shares of Company Common Stock that are subject to such Company Option at the time of grantand Company Warrant; (iii) the number of shares exercise price per share of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.Common

Capitalization, Etc. (a) The As of February 3, 2015, the authorized Company Capital Stock as capital stock of the date of this Agreement root9B consists of (i) 26,300,000 125,000,000 shares of Company Common Stockcommon stock, par value $0.0001 0.001 per share, of which 4,912,656 50,842,320 shares (the “Shares”) have been issued and are outstanding and 10,000,000 shares of Preferred Stock, including 4,485,000 shares of preferred stock, par value $0.001 per share, 1,000,000 shares of Class A convertible preferred stock, par value $0.001, 2,000,000 shares of Class B convertible preferred stock, par value $0.001 per share, 2,500,000 shares of Class C convertible preferred stock, par value $0.001 per share, and 15,000 shares of Class D convertible preferred stock par value $1000.00 per share, of which the following have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 : no shares of preferred stock, par value $0.0001 per share0 shares of Class A convertible preferred stock, 220,000 shares of which (A) 8,502,752 Class B convertible preferred stock, 2,380,952 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this AgreementClass C convertible preferred stock, and 0 shares of Class D convertible preferred stock (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stocktogether, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred StockShares”). The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock Shares and Company Preferred Stock Shares (i) have been duly authorized and validly issued, and (ii) are fully paid and nonassessable non assessable, and are free of any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal (iii) have been issued in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or material compliance with all applicable securities laws and other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stockapplicable Legal Requirements. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As The Shares and Preferred Shares constitute 100% of the date of this Agreement, the Company has reserved 3,214,926 shares of Company Common Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise outstanding capital stock of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) root9B. Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(dSchedule 3.8(b) of the Company Disclosure Scheduleannexed hereto, there is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; root9B; (ii) outstanding security, instrument or obligation that is or may become convertible into into, exercisable for or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; root9B; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries root9B is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; securities of root9B, or stock appreciation or phantom stock rights; (iv) to root9B’s Knowledge, condition or circumstance that may is reasonably likely to give rise to or provide a basis for the successful assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of root9B; or (v) agreement relating to the Company or any voting of its Subsidiaries. There are no outstanding or authorized shares of capital stock appreciation, phantom stock, profit participation or other similar rights with respect securities of root9B that will be in effect immediately after the Closing. (c) root9B is under no obligation to repurchase, redeem or otherwise reacquire shares of capital stock or other securities of root9B. (d) assuming conversion of the Company Preferred Shares and exercise of all root9B options or any warrants outstanding, there would be 87,415,100 shares outstanding as of its Subsidiariesthe date hereof. (e) All outstanding the root9b shares of Company Common Stockto be issued in the Transactions, Company Preferred Stockincluding shares underlying options referenced herein, Company Options will, when issued, have been duly authorized, be fully paid and other securities of the Company non-assessable, and have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable Contractssuch shares have been reserved for issuance.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 38,000,000 shares of Company Common Stock, Stock ($0.001 par value $0.0001 per sharevalue), of which 4,912,656 1,839,174 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 25,000,000 shares of preferred stock, Preferred Stock ($0.01 par value $0.0001 per sharevalue), of which (Ax) 8,502,752 1,000,000 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all 1,000,000 of which are issued and are outstanding as of the date of this AgreementAgreement (the "Series A Preferred"), (y) 2,572,912 3,000,000 shares which have been designated as Series A-2 B Preferred Stock, all 2,002,750 of which are issued and are outstanding as of the date of this AgreementAgreement (the "Series B Preferred"), and (z) 4,279,162 21,000,000 shares which have been designated as Series A-3 C Preferred Stock, all 19,462,810 of which are issued and are outstanding as of the date of this Agreement, Agreement (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as "Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this AgreementPreferred"). The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None Part 2.3 of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None Disclosure Schedule provides an accurate and complete description of the outstanding shares terms of Company Common Stock or Company Preferred Stock each repurchase option that is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect and to which any of such shares is subject. Upon the filing of the Charter Amendment immediately prior to the Effective Time, all outstanding shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Company's Preferred Stock is convertible will be converted into one share shares of Company Common Stock. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 10,470,267 shares of Company Common Stock for issuance under the Company its 1996 Stock Option Plan, of which 1,962,875 options to purchase 7,242,933 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) outstanding as of the date of this Agreement. The Company has no outstanding warrants to purchase capital stock of the Company. Part 2.3 of the Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option and warrant that is outstanding as of the date of this Agreement: (i) the name and mailing address of the optioneeholder of such Company Option or warrant; (ii) the total number of shares of Company Common Stock that are subject to such Company Option or warrant and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantor warrant is immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option or warrant was granted; (vi) granted and the applicable vesting schedule, including the number term of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expiresor warrant; (iv) the vesting schedule for such Company Option or warrant; (v) the exercise price per share of Company Common Stock purchasable under such Company Option or warrant; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.vi)

Capitalization, Etc. (a) The authorized capital stock of the Company Capital Stock consists of: (i) 22,500,000 shares of Common Stock, of which 8,398,845 shares have been issued and are outstanding as of the date of this Agreement consists of Agreement; and (iii) 26,300,000 7,500,000 shares of Company Common Preferred Stock, par value $0.0001 per share, 2,500,000 of which 4,912,656 have been designated "Series A Preferred Stock," of which 2,352,950 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares 5,000,000 of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as "Series B Preferred Stock , all Stock," of which are 4,558,822 shares have been issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Each outstanding share of Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B A Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any convertible into approximately 1.08 shares of Company Common Stock or and each share of Series B Preferred Stock is convertible into one share of Company Preferred Common Stock. (b) . All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) Part 2.3 of the Company Disclosure Schedule accurately (i) sets forth the name of each Shareholder of the Company and completely lists the number and type of all shares of Company Common Stock, Series A Preferred Stock and Series B Preferred Stock held by such Shareholder and (ii) provides an accurate and complete description of the terms of each repurchase rights option which is held by the Company with respect and to which any of such shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 4,750,000 shares of Company Common Stock for issuance under the Company Option Plan. As of the date of this Agreement, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been such reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock Stock, options to purchase 3,045,958 shares have been granted and are outstanding, 1,067,595 shares have been granted and exercised and 636,447 shares remain available for future issuance to officers, directors, employees and consultants pursuant to the Company Option Plan. Section 2.6(cPart 2.3(b) of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted and the term of such Company Option; (viiv) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreementschedule for such Company Option; (viiv) the date on which exercise price per share of Company Common Stock purchasable under such Company Option expiresOption; and (viiivi) whether such Company Option is has been designated an “"incentive stock option” (" as defined in Section 422 of the Code) or a non-qualified . Each Company Option designated as an "incentive stock option. The Company has made available to Meerkat an accurate " as defined in Section 422 of the Code on the applicable books and complete copy records of the Company Plan and forms qualified as an "incentive stock option" within the meaning of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing Section 422 of the Contemplated Transactions. (d) Code on the date of grant of such Company Option. Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(din Part 2.3(b) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesCompany. (ec) All outstanding shares of Company Common Stock, Company Preferred Stock, Stock and all outstanding Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(d) of the Company Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the Washington Business Corporation Act and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (aA) Attached hereto as Part 2.3 of the Company Disclosure Schedule is the list of all the holders of shares of capital stock of the Company setting forth, opposite the name of such holders, the number of shares of capital stock of the Company held by such holders. The authorized Company Capital Stock capital stock of the Company, as of the date of this Agreement hereof, consists of (i) 26,300,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share434,000,000 shares, of which (Ai) 8,502,752 210,000,000 are shares have been of Class A Common Stock, $0.001 par value per share (the "CLASS A COMMON STOCK"), none of which are issued and outstanding, (ii) 87,000,000 are shares of Class B Common Stock, $0.001 par value per share (the "CLASS B COMMON STOCK"), none of which shares are issued and outstanding, (the Class A Common Stock and Class B Common Stock being collectively referred to as the "COMPANY COMMON STOCK"), and (iii) 137,000,000 are shares of Preferred Stock, $0.001 par value per share (the "COMPANY PREFERRED STOCK"), of which 87,000,000 are designated as shares of Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock$0.001 par value per share, all 85,270,402 of which are issued and outstanding outstanding. The Company has also issued the Promissory Notes, each of which is convertible into equity securities of the Company in accordance with its terms. (B) The rights, preferences, privileges and restrictions of the Company Shares are as stated in the certificate of incorporation of the Company, as amended. The Company Preferred Stock is convertible into Class B Common Stock on a one-for-one basis as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreementhereof. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock Shares (i) have been duly authorized and validly issued, and are fully paid and nonassessable non-assessable and are free of any Encumbrances, PROVIDED, HOWEVER, that the Company Shares may be subject to restrictions on transfer as set forth in the Bylaws, the Stockholders' Agreement dated August 3, 2001 or under state and/or federal securities laws and (ii) were issued and sold in accordance with federal and applicable state securities laws and were not issued in violation of any statutory preemptive or other similar rights granted by the Company. None There are no outstanding subscriptions, warrants, options, calls, rights of first offer, rights of first refusal, tag along rights, drag along rights, or commitments or rights of any character relating to or entitling any person to purchase or otherwise acquire any shares of capital stock of the Company directly from the Company and there are no obligations or securities having the right to vote on any matters on which the stockholders may vote or convertible into or exchangeable for shares of capital stock of the Company or any commitments of any character relating to or entitling any person to purchase or otherwise acquire any such obligations or securities from the Company. There are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the purchase, sale or voting of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject Shares to any preemptive right, right of participation, right of maintenance or any similar right. None of which the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant a party and to which it may become obligated, any other Person is a party. There are no Contracts under which the Company is obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (c) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 shares of Company Common Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock optionShares. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth not declared or paid any dividends on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company Capital consists of: (i) 35,000,000 shares of Company Common Stock, of which 11,333,956 shares (less 300,000 shares of Company Common Stock held in treasury) have been issued and are outstanding as of the date of this Agreement consists of Agreement; and (iii) 26,300,000 5,000,000 shares of Company Common Preferred Stock, par value $0.0001 per share, 800,000 of which 4,912,656 have been designated "Series A Preferred Stock," of which 600,000 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares . Each outstanding share of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares convertible into one share of Company Common Stock or Company Preferred Stock. (b) . All of the outstanding shares of Company Common Stock and Company Preferred Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None Part 2.3(a)(i) of the outstanding Company Disclosure Schedule sets forth a listing of the record stockholders of the Company as of the most recent practicable date and the number of shares of Company Common Capital Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar rightheld by each such stockholder. None Part 2.3(a)(ii) of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Disclosure Schedule identifies each Contract pursuant to which it may become obligated, the Company has the right to repurchase, redeem or otherwise acquire any outstanding reacquire shares of Company Capital Stock, and, with respect to each such Contract, sets forth: (i) the effective date of such Contract; (ii) the number of shares of Company Capital Stock subject to such Contract; and (iii) the terms of each repurchase option contained in such Contract. Upon consummation of the Merger, the shares of Parent Common Stock issued in exchange for the shares of Company Capital Stock subject to a Contract that is, or other securities. Section 2.6(bis required to be, identified in Part 2.3(a)(ii) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by will, without any further act of Parent, the Company with respect to shares of Company Common Stock (including shares issued pursuant or any other Person, become subject to the exercise restrictions, conditions and other provisions contained in such Contract. The Company has delivered to Parent an accurate and complete copy of stock optionseach Contract identified in Part 2.3(a)(ii) and specifies which of those repurchase rights are currently exercisable. Each share of the Company Preferred Stock is convertible into one share of Company Common StockDisclosure Schedule. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 : (i) 2,929,107 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company Company's 1993 Stock Option Plan, of which 1,962,875 shares have been issued ; and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 (ii) 300,000 shares of Company Common Stock remain available are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Special Nonstatutory Stock Option Plan. (Stock options granted by the Company Plan. Section 2.6(cpursuant to its stock option plans are referred to in this Agreement as "Company Options.") Part 2.3(b)(i) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optioneeparticular plan pursuant to which such Company Option was granted; (ii) the number name of shares of Company Common Stock subject to such Company Option at the time of grantoptionee; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this AgreementOption; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of extent to which such Company Option is vested and unvested shares as of the date of this AgreementSeptember 18, 1996; and (vii) the date on which such Company Option expires; and (viii) whether such . No Company Option is an “incentive stock option” (as defined in has ever been granted under the Code) or a non-qualified stock option. The Company's Incentive Stock Option Plan, and the Company has made available to Meerkat an accurate and complete copy of received from each potential beneficiary under the Incentive Stock Option Plan a clarification confirming that the Company Plan and forms of all stock has not granted any option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or other right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract Capital Stock under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.the

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of (i) 26,300,000 43,000,000 shares of Company Common Stock, par value $0.0001 per shareconsisting of (A) 32,000,000 shares of Series A Common Stock, of which 4,912,656 10,872,296 shares have been issued and are outstanding as of the date of this Agreement, and (iiB) 20,132,055 11,000,000 shares of preferred stock, par value $0.0001 per shareSeries B Common Stock, of which (A) 8,502,752 4,961,121 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement, (yii) 2,572,912 4,100,000 shares of Company Preferred Stock, 250,000 shares of which have been designated as “Series A-2 B Preferred Stock” (the “Series B Preferred Stock”), all of which are such shares of Series B Preferred Stock have been issued and are outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Companynonassessable. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Capital Stock. (cb) Except for As of the Company’s 2017 date of this Agreement, 4,198,812 shares of Series B Common Stock Incentive Plan, as amended (are subject to issuance pursuant to outstanding Company Options. All outstanding Company Options were granted pursuant to the “Company Plan”), terms of the Company does not have any stock option plan or any Option Plan. The Company Option Plan is binding upon and enforceable by the Company against all holders of Company Options, subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and the enforcement of creditors’ rights generally, and (ii) rules of law governing specific performance, injunctive relief and other plan, program, agreement or arrangement providing for any equity-based compensation for any Personequitable remedies. As of the date of this Agreement, the Company has reserved 3,214,926 70,000 shares of Company Series B Common Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future subject to issuance pursuant to the outstanding warrants (“Company Plan. Section 2.6(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated TransactionsWarrants”). (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 5,000,000 shares of Company Common Stock, Class A Preferred stock (no par value $0.0001 per sharevalue), of which 4,912,656 4,790,110 shares have been issued and are outstanding as of the date of this Agreement, and ; (ii) 20,132,055 12,500,000 shares of preferred stock, Class B Common stock (no par value $0.0001 per share, value) ("Company Common Stock") of which (A) 8,502,752 4,154,000 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement, ; and (yiii) 2,572,912 108,000 shares of Class C Non-voting stock (no par value) of which 108,000 shares have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Each outstanding share of Class A Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares convertible into one share of Company Common Stock or Stock. Each outstanding share of Class C Non-voting stock is convertible into one share of Company Preferred Common Stock. (b) . All of the outstanding shares of Company Common Stock Stock, Class A Preferred stock and Company Preferred Stock Class C Non-voting stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None Part 2.3 of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None Disclosure Schedule provides an accurate and complete description of the allocation of all outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) capital stock of the Company Disclosure Schedule accurately and completely lists all of the terms of each repurchase rights option which is held by the Company with respect and to which any of such shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 4,320,000 shares of Company Common Stock for issuance under the Company its 2000 Equity Incentive Plan, of which 1,962,875 options to purchase 3,298,000 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) outstanding as of the Company date of this Agreement. Part 2.3 of the Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price holder of such Company Option; (vii) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the total number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.of

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 38,000,000 shares of Company Common Stock, Stock ($0.001 par value $0.0001 per sharevalue), of which 4,912,656 1,839,174 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 25,000,000 shares of preferred stock, Preferred Stock ($0.01 par value $0.0001 per sharevalue), of which (Ax) 8,502,752 1,000,000 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all 1,000,000 of which are issued and are outstanding as of the date of this AgreementAgreement (the "Series A Preferred"), (y) 2,572,912 3,000,000 shares which have been designated as Series A-2 B Preferred Stock, all 2,002,750 of which are issued and are outstanding as of the date of this AgreementAgreement (the "Series B Preferred"), and (z) 4,279,162 21,000,000 shares which have been designated as Series A-3 C Preferred Stock, all 19,462,810 of which are issued and are outstanding as of the date of this Agreement, Agreement (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as "Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this AgreementPreferred"). The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None Part 2.3 of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None Disclosure Schedule provides an accurate and complete description of the outstanding shares terms of Company Common Stock or Company Preferred Stock each repurchase option that is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect and to which any of such shares is subject. Upon the filing of the Charter Amendment immediately prior to the Effective Time, all outstanding shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Company's Preferred Stock is convertible will be converted into one share shares of Company Common Stock. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 10,470,267 shares of Company Common Stock for issuance under the Company its 1996 Stock Option Plan, of which 1,962,875 options to purchase 7,242,933 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) outstanding as of the date of this Agreement. The Company has no outstanding warrants to purchase capital stock of the Company. Part 2.3 of the Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option and warrant that is outstanding as of the date of this Agreement: (i) the name and mailing address of the optioneeholder of such Company Option or warrant; (ii) the total number of shares of Company Common Stock that are subject to such Company Option or warrant and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantor warrant is immediately exercisable; (iii) the number of shares of Company Common Stock subject to date on 10. which such Company Option as or warrant was granted and the term of the date of this Agreementsuch Company Option or warrant; (iv) the exercise price of vesting schedule for such Company OptionOption or warrant; (v) the date on which exercise price per share of Company Common Stock purchasable under such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expiresor warrant; and (viiivi) whether such Company Option is has been designated an “"incentive stock option” (" as defined in Section 422 of the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) in Part 2.3 of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesCompany. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.