Common use of Capitalization; Status of Capital Stock Clause in Contracts

Capitalization; Status of Capital Stock. Upon the filing of the Restated Certificate with the Secretary of State of Delaware, the Company will have a total authorized capitalization consisting of (i) Sixty Five Million (65,000,000) shares of Common Stock, Eleven Million Two Hundred Ten Thousand Eight Hundred Twenty (11,210,820) of which shares are issued and outstanding on the date hereof; and (ii) Forty-Five Million Eight Hundred Twenty-Two Thousand Six Hundred Fifty Six (45,822,656) shares of Preferred Stock, of which (a) Eighteen Million Four Hundred Ninety-Eight Thousand Four Hundred Nineteen (18,498,419) shares have been designated as Series A Preferred Stock, and of which Eighteen Million Four Hundred Sixty-Four Thousand Six Hundred Seventy Four (18,464,674) shares are issued and outstanding on the date hereof, and (b) Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) shares have been designated as Series B Preferred Stock, none of which are issued and outstanding on the date hereof, without giving effect to the transactions contemplated hereby. A complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company immediately prior to the Closing is set forth in Section 3.15 of the Disclosure Schedule. All of the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. The Series B Preferred Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price therefor, and the Conversion Shares, when issued and delivered upon conversion of the Series B Preferred Shares in accordance with the terms of the Restated Certificate, as amended from time to time, will be duly authorized, validly issued, fully-paid and non-assessable. Except as otherwise set forth in the Investor Rights Agreement and on Section 3.15 of the Disclosure Schedule, no preemptive, conversion or other rights, options, warrants, subscriptions or purchase rights of any nature to acquire from the Company shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. In addition to the complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company, Section 3.15 of the Disclosure Schedule sets forth (i) with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) granted stock options, including vesting schedule and exercise price; and (iii) warrants or stock purchase rights (other than the stock purchase rights set forth in the Investor Rights Agreement), if any. Except as set forth in Section 3.15 of the Disclosure Schedule, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by the Financing Documents, by applicable law or by the Purchaser. Other than as provided in the Financing Documents, to the knowledge of the Company there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued before the Closing has not violated the Securities Act, or any state securities laws and no stockholder has a right of rescission with respect thereto.

Capitalization; Status of Capital Stock. Upon the filing of the Restated Certificate with the Secretary of State of Delaware, the Company will have a total authorized capitalization consisting of (i) Sixty Five Seventy-Two Million (65,000,00072,000,000) shares of Common Stock, Eleven Thirteen Million Two Hundred Ten Eighty-One Thousand Eight Four Hundred Twenty Thirty-Three (11,210,82013,281,433) of which shares are issued and outstanding on the date hereof; and (ii) FortyFifty-Five Four Million Eight Four Hundred TwentyEighty-Two One Thousand Six Hundred Fifty Six (45,822,65654,481,000) shares of Preferred Stock, of which (a) Eighteen Million Four Hundred Ninety-Eight Thousand Four Hundred Nineteen (18,498,419) shares have been designated as Series A Preferred Stock, and of which Eighteen Million Four Hundred Sixty-Four Thousand Six Hundred Seventy Four (18,464,674) shares are issued and outstanding on the date hereof, and (b) Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) shares have been designated as Series B Preferred Stock, and of which Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) are issued and outstanding on the date hereof, and (c) Eight Million Six Hundred Fifty-Eight Thousand Three Hundred Forty Four (8,658,344) shares have been designated as Series C Preferred Stock, none of which are issued and outstanding on the date hereof, without giving effect to the transactions contemplated hereby. A complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company immediately prior to after the Initial Tranche 1 Closing is set forth in Section 3.15 of the Disclosure ScheduleSchedule (such list of capital stock to include a statement of outstanding shares of Common Stock on as converted basis). All of the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. The Series B C Preferred Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price therefor, and the Conversion Shares, when issued and delivered upon conversion of the Series B C Preferred Shares in accordance with the terms of the Restated Certificate, as amended from time to time, will be duly authorized, validly issued, fully-paid and non-assessable. Except as otherwise set forth in the Investor Rights Agreement and on Section 3.15 of the Disclosure Schedule, no preemptive, conversion or other rights, options, warrants, subscriptions or purchase rights of any nature to acquire from the Company shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. In addition to the complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company, Section 3.15 of the Disclosure Schedule sets forth (i) with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) granted stock options, including vesting schedule and exercise price; and (iii) warrants or stock purchase rights (other than the stock purchase rights set forth in the Investor Rights Agreement), if any. Except as set forth in Section 3.15 of the Disclosure Schedule, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by the Financing Documents, by applicable law or by the Purchaser. Other than as provided in the Financing Documents, to the knowledge of the Company there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued before the Closing Closings has not violated the Securities Act, or any state securities laws and no stockholder has a right of rescission with respect thereto.

Capitalization; Status of Capital Stock. Upon (a) Immediately prior to the filing Closing, the authorized capital stock of the Restated Certificate with the Secretary of State of Delaware, the Company will have a total authorized capitalization consisting consists of (i) Sixty Five Million (65,000,0005,000,000) shares of preferred stock, $.001 par value (the "Preferred Stock"), and (ii) Fifty Million (50,000,000) shares of Common Stock. Immediately prior to the Closing, (i) Five Million (5,000,000) shares of the Company's Common Stock will be issued and outstanding, (ii) warrants to purchase One Million Seventy-seven Thousand Five Hundred (1,077,500) shares of Common Stock and options to purchase One Million One Hundred Forty Thousand (1,140,000) shares of Common Stock, Eleven excluding the Performance Options (defined below) granted to the Managing Founders and employees of the Company and other options granted to employees under the Stock Option Plan (defined below), will be outstanding, (iii) options to purchase One Million Two Five Hundred Thousand (1,500,000) shares of Common Stock are available for issuance under the Stock Option Plan (defined below), of which time-based options to purchase Five Hundred Eighty-three Thousand Four Hundred (583,400) shares and Performance Options to purchase Four Hundred Twenty-seven Thousand Five Hundred Seventy (427,570) shares of Common Stock will be outstanding under the Stock Option Plan, (iv) Six Million Eight Hundred Nine Thousand Seven Hundred Seventeen (6,809,717) shares of Common Stock will be issuable upon the payment and conversion of the Guaranteed Indebtedness and the conversion of the QIP Loans, subject to adjustment for any accrued but unpaid interest on such loans or indebtedness at the time of conversion, (v) Performance Options to purchase Seven Million Seven Hundred Eighteen Thousand Nine Hundred Ten Thousand Eight Hundred Twenty (11,210,8207,718,910) shares of which Common Stock will be available for issuance to the Managing Founders in the aggregate and to the employees following conversion of the Guaranteed Indebtedness and the QIP Loans (excluding Performance Options that have been granted pursuant to the Stock Option Plan), and (vi) no shares are of the Company's Preferred Stock will have been issued. All issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with all applicable state and Federal securities laws. The Company has heretofore delivered to the Investor true and correct copies of its Certificate and by-laws (the "By-laws"), each as amended and in effect on the date hereof; and (ii) Forty-Five Million Eight Hundred Twenty-Two Thousand Six Hundred Fifty Six (45,822,656) shares of Preferred Stock, of which (a) Eighteen Million Four Hundred Ninety-Eight Thousand Four Hundred Nineteen (18,498,419) shares have been designated as Series A Preferred Stock, and of which Eighteen Million Four Hundred Sixty-Four Thousand Six Hundred Seventy Four (18,464,674) shares are issued and outstanding on the date hereof, and (b) Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) shares have been designated as Series B Preferred Stock, none of which are issued and outstanding on the date hereof, without giving effect to the transactions contemplated hereby. A complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company immediately prior to the Closing is set forth in Section 3.15 of the Disclosure Schedule. All of the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. The Series B Preferred Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price therefor, and the Conversion Shares, when issued and delivered upon conversion of the Series B Preferred Shares in accordance with the terms of the Restated Certificate, as amended from time to time, will be duly authorized, validly issued, fully-paid and non-assessable. Except as otherwise set forth in the Investor Rights Agreement and on Section 3.15 of the Disclosure Schedule, no preemptive, conversion or other rights, options, warrants, subscriptions or purchase rights of any nature to acquire from the Company shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities except as contemplated certified by this Agreement. In addition to the complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company, Section 3.15 of the Disclosure Schedule sets forth (i) with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) granted stock options, including vesting schedule and exercise price; and (iii) warrants or stock purchase rights (other than the stock purchase rights set forth in the Investor Rights Agreement), if any. Except as set forth in Section 3.15 of the Disclosure Schedule, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by the Financing Documents, by applicable law or by the Purchaser. Other than as provided in the Financing Documents, to the knowledge of the Company there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued before the Closing has not violated the Securities Act, or any state securities laws and no stockholder has a right of rescission with respect thereto's Secretary.

Capitalization; Status of Capital Stock. Upon the filing of the Restated Certificate with the Secretary of State of Delaware, the The Company will have has a total authorized capitalization consisting of (i) Sixty Five Million (65,000,000) 33,000,000 shares of Class B Common Stock, Eleven Million Two Hundred Ten Thousand Eight Hundred Twenty (11,210,820) $.01 par value, of which 6,208,070 shares are issued and outstanding on the date hereof; and , (ii) Forty-Five Million Eight Hundred Twenty-Two Thousand Six Hundred Fifty Six (45,822,656) 3,040,000 shares of Preferred Class A Common Stock, $.01 par value, of which 3,040,000 shares are issued and outstanding on the date hereof, (aiii) Eighteen Million Four Hundred Ninety-Eight Thousand Four Hundred Nineteen (18,498,419) 3,009,600 shares have been designated as of Series A Preferred StockPreferred, and of which Eighteen Million Four Hundred Sixty-Four Thousand Six Hundred Seventy Four 3,009,600 shares are issued and outstanding on the date hereof, (18,464,674iv) 7,246,036 shares of Series B Preferred, of which 7,042,254 shares are issued and outstanding on the date hereof, (v) 4,727,786 shares of Series C Preferred, of which 4,727,786 shares are issued and outstanding on the date hereof, and (bvi) Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) 3,200,000 shares have been designated as of Series B Preferred StockD Preferred, none of which are issued and outstanding on the date hereof, in each case without giving effect to the transactions contemplated hereby. A complete list of the capital stock shares of the Company outstanding which has been previously issued and the names in which such capital shares are registered on the stock transfer books of the Company immediately prior to the Closing is set forth in Section 3.15 of the Disclosure ScheduleEXHIBIT 3.16 hereto. All of the outstanding capital shares of capital stock of the Company have been duly authorized, are validly issued and are validly issued, fully paid and non-assessable. The Series B Preferred Purchased Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price therefor, and the Conversion Converted Shares, when issued and delivered upon conversion of the Series B Preferred Shares in accordance with the terms of the Restated Certificate, as amended from time to timePurchased Shares, will be duly authorized, validly issued, fully-fully paid and non-assessable. Except as otherwise set forth in the Investor Rights Agreement and on Section 3.15 of the Disclosure ScheduleEXHIBIT 3.16, no preemptive, conversion or other rights, options, warrants, subscriptions or purchase rights of any nature to acquire from the Company shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock shares or other securities except as contemplated by this Agreement. In addition to the complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company, Section 3.15 of the Disclosure Schedule sets forth (i) with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) granted stock options, including vesting schedule and exercise price; and (iii) warrants or stock purchase rights (other than the stock purchase rights set forth in the Investor Rights Agreement), if any. Except as set forth in Section 3.15 of EXHIBIT 3.16, to the Disclosure ScheduleCompany's knowledge, there are no restrictions on the transfer of capital shares of capital stock of the Company other than those imposed by relevant Federal and State securities laws and as otherwise contemplated by this Agreement, the Financing Documents, by applicable law or by Stockholders' Agreement and the PurchaserRegistration Rights Agreement. Other Except as set forth in EXHIBIT 3.16 and other than as provided in the Financing Documentsabove-referenced Stockholders' Agreement, to the knowledge of the Company Company's knowledge, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock shares of the Company. Except as set forth in EXHIBIT 3.16, to the Company's knowledge, there are no agreements, understandings or trusts concerning transfers of the capital shares of the Company except for the aforementioned Stockholders' Agreement, the aforementioned Registration Rights Agreement and except as contemplated by this Agreement. The offer and sale of all capital stock shares and other securities of the Company issued before the Closing has not violated the Securities Act, complied with or any state were exempt from all applicable Federal and State securities laws and no stockholder has a right of rescission with respect thereto.

Capitalization; Status of Capital Stock. Upon the filing of the Restated Certificate with the Secretary State Corporation Commission of State of Delawarethe Commonwealth Virginia, the Company will have a total authorized capitalization capitalization, immediately prior to Closing, consisting of (ia) Sixty Five One Hundred Thirteen Million (65,000,000113,000,000) shares of Common Stock, Eleven Six Million Two Nine Hundred Ten Forty-Seven Thousand Eight Hundred Twenty Thirty-Seven (11,210,8206,947,837) of which shares are issued and outstanding on the date hereof; and (iib) FortyEight-Five Six Million Eight Hundred TwentyNinety-Two Eight Thousand Six One Hundred Fifty Six Eighteen (45,822,65686,898,118) shares of Preferred Stock, of which (ai) Eighteen Nine Million Four Two Hundred NinetyForty-Eight Nine Thousand Four Two Hundred Nineteen Six (18,498,4199,249,206) shares have been designated as Series A Preferred Stock, and of which Eighteen Nine Million Four Two Hundred SixtyThirty-Two Thousand Three Hundred Thirty-Four Thousand Six Hundred Seventy Four (18,464,6749,232,334) shares are issued and outstanding on the date hereof, and (bii) Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) shares have been designated as Series B Preferred Stock, and all of which are issued and outstanding on the date hereof, (iii) Eight Million Six Hundred Fifty-Eight Thousand Eight (8,658,008) shares have been designated as Series C Preferred Stock, and all of which are issued and outstanding on the date hereof, and (iv) Forty-One Million Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven (41,666,667) shares have been designated as Series D Preferred Stock, none of which are issued and outstanding on the date hereof, without giving effect to the transactions contemplated hereby. A complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company immediately prior to after the Closing is set forth in Section 3.15 3.17 of the Disclosure ScheduleSchedule (such list of capital stock to include a statement of outstanding shares of Common Stock on as converted basis). All of the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. The Series B D Preferred Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price therefor, and the Conversion Shares, when issued and delivered upon conversion of the Series B D Preferred Shares in accordance with the terms of the Restated Certificate, as amended from time to time, will be duly authorized, validly issued, fully-paid and non-assessable. Except as otherwise set forth in the Investor Rights Agreement and on Section 3.15 3.17 of the Disclosure Schedule, no preemptive, conversion or other rights, options, warrants, subscriptions or purchase rights of any nature to acquire from the Company shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. In addition to the complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company, Section 3.15 3.17 of the Disclosure Schedule sets forth (i) with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) granted stock options, including vesting schedule and exercise price; and (iii) warrants or stock purchase rights (other than the stock purchase rights set forth in the Investor Rights Agreement), if any. Except as set forth in Section 3.15 3.17 of the Disclosure Schedule, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by the Financing Documents, by applicable law or by the Purchaser. Other than as provided in the Financing Documents, to the knowledge of the Company there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued before the Closing Closings has not violated the Securities Act, or any state securities laws and no stockholder has a right of rescission with respect thereto. There are no accrued dividends payable to any shares of the Company’s capital stock. The Company has authorized and reserved 11,115,000 shares of Common Stock solely to be used to pay the Series D Accruing Dividends upon conversion of the Series D Preferred Stock, if so elected by the holders of Series D Preferred Stock. Under the Company’s 2014 Stock Incentive Plan, as amended (the “Plan”), (i) no shares have been issued pursuant to restricted stock purchase agreements, (ii) 219,414 have been issued pursuant to the exercise of outstanding options and are reflected as outstanding in the foregoing paragraph, (iii) options to purchase 1,934,718 shares have been granted and are currently outstanding, and (iv) 5,346,204 shares of Common Stock remain available for future issuance to officers, directors, employees and consultants of the Company.

Capitalization; Status of Capital Stock. Upon the filing of the Restated Certificate with the Secretary of State of Delaware, the The Company will have has a total authorized capitalization consisting of (i) Sixty Five Fifty Million (65,000,00050,000,000) shares of Common Stock, Eleven Million Two Hundred Ten Thousand Eight Hundred Twenty (11,210,820) of which 3,684,000 shares are were issued and outstanding on the date hereof; November 2, 1999 and 3,695,666 shares were issued and outstanding on December 30, 1999, and Ten Million (ii) Forty-Five Million Eight Hundred Twenty-Two Thousand Six Hundred Fifty Six (45,822,65610,000,000) shares of Preferred Stockpreferred stock, $.01 par value per share, of which (a) Eighteen Million Four Hundred Ninety-Eight Thousand Four Hundred Nineteen (18,498,419) 10,000 shares have been are designated as Series A Convertible Voting Preferred Stock, and of which Eighteen Million Four Hundred Sixty-Four Thousand Six Hundred Seventy Four 4,905 shares are issued and outstanding, (18,464,674b) 1,300,000 shares are designated as Series B Convertible Preferred Stock, of which 1,100,000 shares are issued and outstanding on the date hereof, and (bc) Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) 6,000,000 shares have been are designated as Series B C Convertible Preferred Stock, none of which are 1,067,782 shares were issued and outstanding as of December [30], 1999. Set forth on the date hereof, without giving effect to the transactions contemplated hereby. A complete SCHEDULE 2.15 is a list of all such shares owned by Ashton, the capital Ashton Executives, the Xxxxx Founders as of December 30, 1999, as well as the number of stock of the Company options reserved and outstanding and registered on under the stock transfer books of the Company immediately prior plans referred to the Closing is set forth in Section 3.15 of the Disclosure Schedulebelow. All of the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are validly issued, fully paid and non-assessable. As of immediately prior to the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the authorized capital stock of the Company will be as set forth in the Company's charter, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable and in accordance with all applicable laws. The Series B Preferred Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price thereforhereof, and the Conversion Shares, shares of Common Stock when issued and delivered upon the conversion of the Series B Preferred Shares in accordance with the terms of the Restated Certificate, (as amended adjusted from time to timetime in accordance the Certificate of Incorporation, as amended, the "Conversion Shares"), will be duly authorized, validly issued, fully-fully paid and non-assessable. Except assessable and will be free and clear of all Liens or restrictions imposed by or through the Company except as otherwise set forth in this Agreement and the Investor Rights Agreement Agreement. The Conversion Shares have been duly reserved for issuance. Except for the Shares and as set forth on Section 3.15 of the Disclosure ScheduleSCHEDULE 2.15, there are no preemptive, conversion or other rightssubscriptions, options, warrants, subscriptions warrants or other rights (contingent or otherwise) to purchase rights of any nature to or otherwise acquire from the Company shares of capital stock or other securities are of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock stock, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities except as contemplated by this Agreementany evidence of Indebtedness or asset. In addition As of the date hereof, 600, 000 shares of Common Stock remain reserved for issuance pursuant to the complete list Company's 1998 Stock Plan (the "1998 Stock Plan"), 567,000 of which are subject to stock options outstanding as of December 30, 1999. As of the capital date hereof, 3,003,000 shares of Common Stock are reserved for issuance pursuant to the Company's 1999 Long Term Incentive Stock Plan (the "1999 LTI Plan"), all of which are subject to stock options outstanding as of December 30,1999. As of the Company outstanding and registered on the stock transfer books date hereof, 3,000,000 shares of Common Stock are reserved for issuance pursuant to the Company, Section 3.15 of 's 1999 Stock Plan (the Disclosure Schedule sets forth (i) with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) granted stock options, including vesting schedule and exercise price; and (iii) warrants or stock purchase rights (other than the stock purchase rights set forth in the Investor Rights Agreement"1999 Stock Plan"), if any855,000 of which are subject to stock options outstanding as of December 30, 1999. Except as set forth in Section 3.15 of SCHEDULE 2.15 or contemplated by this Agreement or the Disclosure ScheduleAshton Stockholders Agreement, (i) there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by the Financing Documents, by applicable law or by the Purchaser. Other than as provided in the Financing Documents, to the knowledge of the Company relevant state and Federal securities laws and (ii) there are no agreements, understandings, proxies, trusts or other collaborative arrangements or understandings concerning the voting voting, pledge or purchase and sale of the capital stock of the Company. The Except as set forth in SCHEDULE 2.15 or the Investor Rights Agreement, no holder of any security of the Company is entitled to preemptive, first refusal or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party, or which are otherwise binding upon the Company, or to the best of the Company's knowledge, to which any other Person is a party. Except as provided for in the Certificate of Incorporation, as amended, or as contemplated by the Ashton Stockholders Agreement, or as set forth in the attached SCHEDULE 2.15, the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Assuming the representations and warranties of the purchasers thereof were true when made, the offer and sale of all capital stock and other securities of the Company issued before the Closing has not violated the Securities Act, complied with or any were exempt from all applicable Federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto. Assuming the representations and warranties of the Purchasers contained in Article 3 of this Agreement are true when made, the offer and sale of the Shares will comply with or be exempt from all applicable Federal and state securities laws and no Purchaser will have a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. Upon Immediately prior ---------------------------------------- to the filing of the Restated Certificate with the Secretary of State of DelawareClosing, the Company will have had a total authorized capitalization consisting of (i) Sixty Five Million (65,000,000) 93,300,000 shares of Common Stock, Eleven Million Two Hundred Ten Thousand Eight Hundred Twenty (11,210,820) of which 6,951,630 shares are were issued and outstanding on the date hereof; outstanding, and (ii) Forty-Five Million Eight Hundred Twenty-Two Thousand Six Hundred Fifty Six (45,822,656) 67,588,911 shares of preferred stock, of which (w) 23,811,358 shares are designated as Series A Convertible Preferred Stock, 23,316,097 of which were issued and outstanding, (x) 23,019,375 shares are designated as Series B-1 Convertible Preferred Stock, of which 23,019,375 were issued and outstanding, (ay) Eighteen Million Four Hundred Ninety-Eight Thousand Four Hundred Nineteen (18,498,419) 1,800,000 shares have been are designated as Series A B-2 Convertible Preferred Stock, and of which Eighteen Million Four Hundred Sixty-Four Thousand Six Hundred Seventy Four (18,464,674) shares are none were issued and outstanding on the date hereofoutstanding, and (bz) Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) 18,958,178 shares have been are designated as Series B C Convertible Preferred Stock, none of which are 18,409,629 were issued and outstanding on the date hereof, without giving effect to the transactions contemplated hereby. A complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company immediately prior to the Closing is set forth in Section 3.15 of the Disclosure Scheduleoutstanding. All of the outstanding shares of capital stock of the Company have been are duly authorized, validly issued and are validly issued, fully paid and non-assessablenonassessable. The Series B Preferred Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price therefor, and the Conversion Shares, when issued and delivered upon conversion of the Series B Preferred Shares in accordance with the terms of the Restated Certificate, as amended from time to timehereof, will be duly authorized, validly issued, fully-issued and fully paid and non-assessablenonassessable. Except as otherwise set forth disclosed in the Investor Rights Agreement and on Section 3.15 of the Disclosure ScheduleSchedule 4.13, there are no preemptive, conversion or other rights, options, warrants, subscriptions ------------- warrants or rights to purchase rights of any nature to acquire from the Company shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities securities, except as contemplated by this Agreement. In addition to the complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company, Section 3.15 of the Disclosure Schedule sets forth (i) with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) granted stock options, including vesting schedule and exercise price; and (iii) warrants or stock purchase rights (other than the stock purchase rights set forth in the Investor Rights Agreement), if anyherein. Except as set forth in Section 3.15 of Schedule 4.13 hereto and in the Disclosure Schedule------------- Second Amended and Restated Stockholders Agreement and the Registration Rights Agreement, to the Company's knowledge, there are no restrictions on the transfer of shares of capital stock of the Company Shares other than those imposed by the Financing Documents, by applicable law or by the Purchaserrelevant state and federal securities laws. Other than Except as provided set forth herein and in the Financing DocumentsSecond Amended and Restated Stockholders Agreement, to the knowledge no holder of any security of the Company there is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party or that are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock of otherwise binding upon the Company. The offer and sale of all capital stock and other securities of the Company issued before the Closing has not violated the Securities Act, or any state securities laws and no stockholder has a right of rescission with respect thereto.

Capitalization; Status of Capital Stock. Upon As set forth in Exhibit 2.10, the filing Capitalization Table and the Subsequent Capitalization Table, and as of the Restated Certificate with the Secretary of State of Delawaredate hereof, the Company will have had a total authorized capitalization consisting of (i) Sixty Five Hundred Million (65,000,000500,000,000) shares of Common Stock, Eleven $0.001 par value, and Ten Million Two Hundred Ten Thousand Eight Hundred Twenty (11,210,820) of which shares are issued and outstanding on the date hereof; and (ii) Forty-Five Million Eight Hundred Twenty-Two Thousand Six Hundred Fifty Six (45,822,65610,000,000) shares of Preferred Stockpreferred stock, $0.001 par value. As of which (a) Eighteen Million Four Hundred Ninety-Eight Thousand Four Hundred Nineteen (18,498,419) shares have been designated as Series A Preferred Stock, and of which Eighteen Million Four Hundred Sixty-Four Thousand Six Hundred Seventy Four (18,464,674) shares are issued and outstanding on the date hereofof this Agreement and without taking into account the shares and warrants/options to be acquired by the Purchaser pursuant to this Agreement, and (b) Twenty-Seven Sixty Five Million Two Three Hundred Twenty-Thirty Four Thousand Two Hundred Thirty Seven Forty Two (27,324,23765,334,242) shares have been designated as Series B Preferred Stock, none of which are Common Stock were issued and outstanding on outstanding, and no shares of preferred stock were outstanding. Options to purchase Five Million One Hundred Eighty One Thousand Eight Hundred Eighteen (5,181,818) shares were issued by the date hereof, without giving effect Company to the transactions contemplated herebyPurchaser as of Sep. 30, 2011. A complete list In addition, as of that date, the Company has for a period of 24 consecutive months from the Company's form 15c2-11 filing with FINRA, an option, outstanding to the Purchaser that allows the Purchaser to purchase an additional one million shares of Common Stock of the capital stock Company, exercisable at a 33% discount from the price that is equal to the public offering price of the Company outstanding and registered on the stock transfer books first 1,000,000 shares sold of the Company immediately prior to the Closing is set forth Company's Common Stock in Section 3.15 of the Disclosure Schedule. a future Form S-1 registration statement All of the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. The Series B Preferred Shares, when issued and delivered in accordance with the terms hereof and after payment None of the purchase price thereforCompany’s outstanding securities or authorized capital stock is subject to any rights of redemption, and the Conversion Sharesrepurchase, when issued and delivered upon conversion rights of the Series B Preferred Shares in accordance with the terms of the Restated Certificatefirst refusal, as amended from time to time, will be duly authorized, validly issued, fully-paid and non-assessable. Except as otherwise set forth in the Investor Rights Agreement and on Section 3.15 of the Disclosure Schedule, no preemptive, conversion preemptive rights or other similar rights, optionswhether contractual, warrantsstatutory or otherwise, subscriptions or purchase rights of any nature to acquire from for the Company shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. In addition to the complete list of the capital stock of the Company outstanding and registered on the stock transfer books benefit of the Company, Section 3.15 of the Disclosure Schedule sets forth (i) with respect to restricted Common Stockany stockholder, vesting schedule and repurchase price; (ii) granted stock options, including vesting schedule and exercise price; and (iii) warrants or stock purchase rights (any other than the stock purchase rights set forth in the Investor Rights Agreement), if anyperson. Except as set forth in Section 3.15 of the Disclosure Schedule, there There are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by the Financing Documents, relevant federal and state securities laws and as otherwise contemplated by applicable law or by the Purchaserthis Agreement. Other than as provided in the Financing Documents, to the knowledge of the Company there There are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the CompanyCompany to which the Company is a party. The offer Company does not have outstanding, and sale has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of all capital stock and other securities operations of the Company issued before the Closing has not violated the Securities Act, or any state securities laws and no stockholder has a right of rescission with respect theretoportion thereof; or any similar rights.