Common use of Company Capital Structure Clause in Contracts

Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 175,000,000 shares of Company Common Stock, of which 68,434,362 shares are issued and outstanding as of the date hereof and (ii) 76,406,460 shares of Company Preferred Stock, 37,248,564 shares of which are designated Series A Preferred Stock, all of which are issued and outstanding as of the date hereof, 39,157,896 shares of which are designated Series B Preferred Stock, all of which are issued and outstanding as of the date hereof. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock. As of the date hereof, the Company Capital Stock is held by the Persons with the domicile addresses and in the amounts set forth on Section 2.2(a) of the Disclosure Schedule which further sets forth for each such Person the number of shares held by such Person, the applicable stock certificate number(s) representing such shares, the number of shares subject to repurchase, whether any such repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, the vesting schedule for such shares and whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound. Except as set forth in Section 2.2(a) of the Disclosure Schedule, there are no outstanding shares of Company Capital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption right. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), the Company has no other capital stock authorized, issued or outstanding.

Company Capital Structure. (a) The As of the Agreement Date, the authorized capital stock of the Company consists of (i) 175,000,000 43,140,737 shares of Company Common Stock, $0.00001 par value, of which 68,434,362 12,478,335 shares are issued and outstanding as of the date hereof and (ii) 76,406,460 19,494,460 shares of Company Preferred Stock, 37,248,564 $0.00001 par value, (A) 3,818,087 shares of which are designated Series AA Preferred Stock and all of which are issued and outstanding, (B) 4,941,665 shares of which are designated Series A Preferred Stock, Stock and all of which are issued and outstanding as of the date hereofoutstanding, 39,157,896 (C) 2,487,765 shares of which are designated Series B Preferred StockStock and all of which are issued and outstanding, (D) 3,453,528 shares of which are designated Series C Preferred Stock and all of which are issued and outstanding as and (E) 4,793,415 shares of the date hereofwhich are designated Series D Preferred Stock and all of which are issued and outstanding. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock. As , and there are no other issued and outstanding shares of Company Capital Stock and no commitments or Contracts to issue any shares of Company Capital Stock other than pursuant to the conversion provisions related to the Company Preferred Stock pursuant to the Certificate of Incorporation, the exercise of Company Options and settlement of Company RSUs under the Company Equity Plan and the Company Warrants that are, in each case, outstanding as of the date hereofAgreement Date. Except as set forth in Section 3.2(a) of the Disclosure Schedule, the Company Capital Stock is held by the Persons with the domicile addresses and in the amounts set forth on holds no treasury shares. Section 2.2(a3.2(a) of the Disclosure Schedule which further sets forth for each such Person forth, as of the Agreement Date, a correct and complete list of the Company Stockholders and the number of shares held by such Person, the applicable stock certificate number(s) representing such shares, the number of shares subject to repurchase, whether any such repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, the vesting schedule for such shares and whether any type of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of so owned by each such sharesCompany Stockholder, and whether such election under Section 83(b) of the Code was timely madeany beneficial holders thereof. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to free of any Liens, outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Charter Documents, Documents or any agreement Contract to which the Company is a party or by which it the Company or any of its assets is bound. Except as set forth in Section 2.2(a) of the Disclosure Schedule, there are no outstanding shares of The Company Capital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption right. There are no has never declared or accrued but unpaid paid any dividends with respect to on any shares of Company Capital Stock. Except as There is no Liability for dividends accrued and unpaid by the Company. The Company is not under any obligation to register under the Securities Act or any other Law any shares of Company Capital Stock, any Company Securities or any other securities of the Company, whether currently outstanding or that may subsequently be issued. All issued and outstanding shares of Company Capital Stock and all Company Options were, in all material respects, issued in compliance with Law and all requirements set forth in this the Charter Documents and any applicable Contracts to which the Company is a party or by which the Company or any of its assets is bound. No shares of Company Capital Stock are subject to vesting, reverse vesting, forfeiture, a right of repurchase or to a “substantial risk of forfeiture” within the meaning of Section 2.2(a)83 of the Code, except for the shares of Company Common Stock set forth on Section 3.2(a)-1 (such shares set forth, or required to be set forth, in Section 3.2(a)-1 of the Disclosure Schedule, the “Restricted Shares”). Each Contract pursuant to which any Restricted Shares are subject to vesting or a right of repurchase or a substantial risk of forfeiture is set forth in Section 3.2(a)-1 of the Disclosure Schedule. Duly and properly completed elections under Section 83(b) of the Code were timely and properly filed with the IRS with respect to all of the Restricted Shares and any other shares of Company has no other capital stock authorizedCapital Stock, issued or outstandingif any, that at any time were subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code.

Company Capital Structure. (a) The authorized capital stock of the Company consists only of (i) 175,000,000 47,600,000 shares of Company Common Stock, $0.001 par value, of which 68,434,362 5,174,531 shares are issued and outstanding as of the date hereof hereof, and (ii) 76,406,460 31,654,599 shares of Company Preferred Stock, 37,248,564 shares $0.001 par value, of which (i) 8,266,667 shares are designated Company Series A Preferred Stock, all of which are issued and outstanding as of the date hereof, 39,157,896 (ii) 6,364,979 shares of which are designated Company Series B Preferred Stock, 6,348,051 of which are issued and outstanding as of the date hereof, (iii) 8,704,736 shares are designated Company Series C Preferred Stock, all of which are issued and outstanding as of the date hereof, and (v) 8,318,217 shares are designated Company Series D Preferred Stock, 7,936,508 of which are issued and outstanding as of the date hereof. Each share of Company Preferred Stock is convertible on at a one1:1 ratio and there are no outstanding anti-share for one-share basis into dilution or other adjustments to the respective conversion prices of the Company Common Preferred Stock. As of the date hereof, the Company Capital Stock is held by the Persons with the domicile addresses persons listed and in the amounts set forth on in Section 2.2(a3.2(a)(i) of the Company Disclosure Schedule which further sets forth for each such Person the number of shares held by such Person, the applicable stock certificate number(s) representing such shares, the number of shares subject to repurchase, whether any such repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, the vesting schedule for such shares and whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely madeLetter. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable nonassessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with applicable federal, state and foreign securities laws. Except as set forth in Section 2.2(a3.2(a)(ii) of the Company Disclosure ScheduleLetter sets forth, there are no as of the date hereof, all outstanding shares of Unvested Company Capital Stock that constitute unvested restricted stock or that are otherwise subject to a Common Stock, indicating the name of the applicable Company Stockholder, the vesting schedule (including any acceleration provisions with respect thereto), and the repurchase or redemption rightprice payable by the Company. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), the The Company has no other capital stock authorized, issued or outstandingoutstanding other than as set forth in this Section 3.2.

Company Capital Structure. (a) The Immediately prior to the Closing and the Conversion, the authorized capital stock of the Company consists of (i) 175,000,000 shares of of: 40,000,000 Company Common StockShares, of which 68,434,362 13,530,053 shares are issued and outstanding as of the date hereof Agreement Date, and (ii) 76,406,460 5,000,000 shares of Company Preferred Stockpreferred stock, 37,248,564 shares par value $0.001 per share, of which are (i) 420,000 shares have been designated as Series A Convertible Preferred Stock (“Company Series A Stock”), all of which shares are issued and outstanding, (ii) 100,000 shares have been designated as Series B Convertible Preferred Stock (“Company Series B Stock”), all of which shares are issued and outstanding, (iii) 516,707 shares have been designated as Series C Convertible Preferred Stock (“Company Series C Stock”), all of which shares are issued and outstanding, (iv) 236,556 shares have been designated as Series D Convertible Preferred Stock (“Company Series D Stock”), all of which shares are issued and outstanding, and (v) 1,200,000 shares have been designated as Series E Preferred Stock, none of which shares are issued and outstanding as of the date hereofAgreement Date. Upon (A) the Conversion, 39,157,896 (B) the exercise of Company Warrants to purchase 774,000 Company Common Shares and (C) the issuance of shares of which are designated Series B E Preferred StockStock pursuant to the Guarantor Stock Purchase Agreement, all of which are the issued and outstanding as shares of the date hereof. Each share Company will consist only of Company Preferred Stock is convertible on a one-share for one-share basis into 26,262,683 Company Common Shares and 1,080,000 shares of Series E Preferred Stock. As of the date hereof, the The outstanding Company Capital Stock is Shares, including all shares subject to the Company’s right of repurchase, are held of record and beneficially by the Persons with the domicile addresses on record with the Company and in the amounts set forth on Section 2.2(a) of the Disclosure Schedule which further sets forth for each such Person the number of shares held by such Person, the applicable stock certificate number(s) representing such shares, the number of shares subject to repurchase, whether any such repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, the vesting schedule for such shares and whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made2.6(a). All outstanding shares of Company Capital Stock Shares (i) have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and non-assessable and are and, except for the Company Preferred Shares, not subject to preemptive rights or similar rights created by statute, the Charter DocumentsCompany Certificate of Incorporation, the Company’s By-Laws or any agreement to which Company Contract, and (ii) have been offered, sold, issued and delivered by the Company is a party or by which it is bound. Except as set forth in Section 2.2(a) of the Disclosure Schedulecompliance with all applicable Laws, there are no outstanding shares of Company Capital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption rightincluding federal and state securities Laws, in all material respects. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), the Company has no other capital stock authorized, issued or outstandingShares.

Company Capital Structure. (a) The As of the Agreement Date, the authorized capital stock of the Company consists of (i) 175,000,000 40,000,000 shares of Company Common Stock, $0.00001 par value, of which 68,434,362 13,401,652 shares are issued and outstanding as of the date hereof and 1,960,604 shares are reserved for issuance pursuant to outstanding Company Warrants and (ii) 76,406,460 19,642,116 shares of Company Preferred Stock, 37,248,564 $0.00001 par value, (A) 7,006,076 shares of which are designated Company Series A Preferred Stock, all of which 6,992,476 are issued and outstanding, and 13,600 shares are reserved for issuance pursuant to outstanding as of the date hereofCompany Warrants, 39,157,896 and (B) 12,636,040 shares of which are designated Company Series B Preferred StockStock and, all of which 12,623,077 are issued and outstanding as of the date hereofand 12,963 shares are reserved for issuance pursuant to outstanding Company Warrants. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock. As , and there are no other issued and outstanding shares of the date hereof, the Company Capital Stock is held by and no commitments or Contracts to issue any shares of Company Capital Stock other than pursuant to the Persons with exercise of Company Options under the domicile addresses Company Equity Plan and the Company Warrants that are, in each case, outstanding as of the amounts set forth on Agreement Date. The Company holds no treasury shares. Section 2.2(a) of the Disclosure Schedule which further sets forth for each such Person forth, as of the Agreement Date, a correct and complete list of the Company Stockholders and the number of shares held by such Person, the applicable stock certificate number(s) representing such shares, the number of shares subject to repurchase, whether any such repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, the vesting schedule for such shares and whether any type of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of so owned by each such shares, and whether such election under Section 83(b) of the Code was timely madeCompany Stockholder. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to free of any Liens, outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Charter Documents, or any agreement Contract to which the Company is a party or by which it the Company or any of its assets is boundbound other than Liens created by the Charter Documents, the Amended and Restated Voting Agreement, the Stockholders Agreement and the Right of First Refusal and Co-Sale Agreement. Except as set forth in Section 2.2(a) of the Disclosure Schedule, there are no outstanding shares of The Company Capital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption right. There are no has never declared or accrued but unpaid paid any dividends with respect to on any shares of Company Capital Stock. Except There is no Liability for dividends accrued and unpaid by the Company. The Company is not under any obligation to register under the Securities Act or any other Law any shares of Company Capital Stock, any Company Securities or any other securities of the Company, whether currently outstanding or that may subsequently be issued other than as set forth in this the Investors’ Rights Agreement. All issued and outstanding shares of Company Capital Stock and all Company Options were issued in compliance with Law and all requirements set forth in the Charter Documents and any applicable Contracts to which the Company is a party or by which the Company or any of its assets is bound other than as set forth in the Right of First Refusal and Co-Sale Agreement. No shares of Company Capital Stock are subject to vesting, reverse vesting, forfeiture, a right of repurchase or to a "substantial risk of forfeiture" within the meaning of Section 2.2(a83 of the Code, except for the shares of Company Common Stock set forth on Section 2.2(b) (such shares set forth, or required to be set forth, on Schedule 2.2(b), the Company has no other capital stock authorized, issued or outstanding“Restricted Shares”).

Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 175,000,000 20,000,000 shares of Company Common Stock, of which 68,434,362 2,696,667 shares are issued and outstanding as of the date hereof outstanding, and (ii) 76,406,460 11,100,000 shares of Company Preferred Stock, 37,248,564 shares par value $.01 per share (the "Preferred Stock"), of which are (y) 5,500,000 shares have been designated Series A Preferred Stock (the "Series A Preferred Stock, all ") and of which 5,471,465 shares are issued and outstanding as of the date hereofoutstanding, 39,157,896 (z) 2,920,000 shares of which are have been designated Series B Preferred Stock (the "Series B Preferred Stock"), all and of which 2,800,000 shares are issued and outstanding as of the date hereofoutstanding. Each share No shares of Company Common Stock or Preferred Stock are held in the Company's treasury. The Company Common Stock and Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock. As held of the date hereof, the Company Capital Stock is held record by the Persons Persons, with the domicile addresses of record and in the amounts set forth on Section 2.2(aSchedule 2.3(a) of the Disclosure Company Schedules. There are not more than 35 holders of record of Company Capital Stock that are not accredited investors (as that term is defined in Regulation D promulgated under the Securities Act). All of the outstanding shares of Preferred Stock will have converted into shares of Company Common Stock on a one share of Preferred Stock for one share of Company Common Stock basis prior to the Effective Time (the "Conversion"). As of the Effective Time, there will be no issued and outstanding shares of Preferred Stock or options to purchase Preferred Stock other than the Unvested Preferred Options. The Conversion was properly authorized by all necessary action of the Company and the holders of Preferred Stock, including any actions required pursuant to the Company's Certificate of Incorporation, By-Laws and/or agreements and instruments relating to the Preferred Stock. All of the outstanding (x) options to purchase Series A Preferred Stock and Series B Preferred Stock (the "Preferred Options") and (y) warrants to purchase Series B Preferred Stock (the "Warrants") shall have been exercised at or prior to the Effective Time other than the Unvested Preferred Options. The Warrants are exercisable for an aggregate of 120,000 shares of Series B Preferred Stock. The Preferred Options are exercisable for an aggregate of 28,535 shares of Series A Preferred Stock. As of the Effective time, there will be no outstanding Warrants or Preferred Options other than the Unvested Preferred Options. Schedule which further sets forth 2.3(a) of the Company Schedules also indicates for each such Person the number Company stockholder whether any shares of shares Company Common Stock or Preferred Stock held by such Personstockholder are subject to a repurchase right in favor of the Company, the applicable stock certificate number(s) representing lapsing schedule for any such restricted shares, including the number of shares subject extent to repurchase, whether which any such repurchase rights will lapse, in whole or in part, right has lapsed as a result of the date of this Agreement and whether (and to what extent) the lapsing will be accelerated by the transactions contemplated hereby, the vesting schedule for such shares and whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely madeby this Agreement. All outstanding shares of Company Capital Common Stock and Preferred Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, Certificate of Incorporation or By-Laws of the Company or any agreement to which the Company is a party or by which it is bound. Except as All preferential rights of the Preferred Stock in connection with the sale of substantially all of the assets of the Company or a merger involving the Company are set forth in Section 2.2(a) the Certificate of Incorporation of the Disclosure ScheduleCompany. All issued and outstanding shares of Company Common Stock and Preferred Stock have been offered, there sold and delivered by the Company in compliance with applicable federal and state securities laws. There are no outstanding shares of Company Capital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption right. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except other than as set forth in this Section 2.2(a), on Schedule 2.3(a) of the Company has no Schedules. The optionholders executing the Option Exercise Agreement have properly executed such agreements and do not have the right to receive any Parent Common Stock in the Merger other capital stock authorized, issued or outstandingthan as specified in such agreements.

Company Capital Structure. (a) The Immediately prior to the Closing, the authorized capital stock of the Company consists of (i) 175,000,000 26,000,000 shares of Company Common Stock, $0.001 par value, of which 68,434,362 9,725,666 shares are issued and outstanding as of the date hereof outstanding, and (ii) 76,406,460 11,748,879 shares of Company Preferred Stock, 37,248,564 $0.001 par value, (A) 8,662,019 shares of which are designated Series A Preferred Stock, all Stock and 8,662,019 of which are issued and outstanding as of the date hereofoutstanding, 39,157,896 and (B) 3,086,860 shares of which are designated Series B A-2 Preferred Stock, all Stock and 2,287,593 of which are issued and outstanding outstanding. In connection with the transactions contemplated hereby as a Liquidation Event (as defined in the Certificate of the date hereof. Each Incorporation), (x) each share of Company Series A-2 Preferred Stock is convertible on a one-entitled to an amount per share for one-equal to the greater of (I) two (2) times $1.6692, plus any dividends declared but unpaid thereon or (2) such amount per share basis as would have been payable had all shares of Company Series A-2 Preferred Stock been converted into Company Common Stock. As Stock immediately prior to such Liquidation Event and (y) each share of the date hereof, the Company Capital Series A Preferred Stock is held by entitled to an amount per share equal to the Persons with the domicile addresses greater of (i) $0.9086, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of Company Series A Preferred Stock been converted into Company Common Stock immediately prior to such Liquidation Event. There are no other issued and in the amounts set forth on Section 2.2(a) of the Disclosure Schedule which further sets forth for each such Person the number of shares held by such Person, the applicable stock certificate number(s) representing such shares, the number of shares subject to repurchase, whether any such repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, the vesting schedule for such shares and whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. All outstanding shares of Company Capital Stock and no commitments or Contracts to issue any shares of Company Capital Stock other than pursuant to the exercise of Company Options and the settlement of Company RSU Awards under the Company Equity Plan and the Company Warrant that is outstanding as of immediately prior to the Closing and set forth on Section 3.2(d)-1 of the Disclosure Schedule. Immediately prior to the Closing, there are 21,657,776 Fully Diluted Shares. The only Equity Interests of the Company held by Persons who are not Accredited Investors are 2,000 shares of Company Common Stock. Section 3.2(a)-1 of the Disclosure Schedule sets forth, as of immediately prior to the Closing, a correct and complete list of the holders of issued and outstanding shares of Company Capital Stock and each other Equity Interest of the Company (other than Company Options and Company RSU Awards set forth on Section 3.2(d)-1 of the Disclosure Schedule) with the number and type of such shares or such other Equity Interests so owned by each such holder, and any beneficial holders thereof. All issued and outstanding shares of Company Capital Stock or other Equity Interests of the Company are duly authorized, validly issued, fully paid and non-assessable and are not subject to free of any Liens, outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Charter Documents, Documents or any agreement Contract to which the Company is a party or by which it the Company is bound. Except as set forth in Section 2.2(a) The Company has never declared or paid any dividends on any shares of Company Capital Stock or other Equity Interests. There is no Liability for dividends accrued and unpaid by the Disclosure ScheduleCompany. The Company is not under any obligation to register under the Securities Act or any other applicable Law any shares of Company Capital Stock, there are no any Company Securities or any other securities or Equity Interests. All issued and outstanding shares of Company Capital Stock that constitute unvested restricted stock and all Company Options and Company RSU Awards were issued in compliance with applicable Law and all requirements set forth in the Charter Documents and any applicable Contracts to which the Company is a party or that are otherwise subject to a repurchase by which the Company or redemption rightany of its assets is bound. There are no declared or accrued but unpaid dividends with respect to any No shares of Company Capital StockStock are subject to vesting, reverse vesting, forfeiture, a right of repurchase or to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code. Except as set forth in this The consideration received pursuant to Section 2.2(a2.1(d), including after giving effect to any indemnification obligations of such Persons under Article VII of this Agreement and any forfeiture of the Deferred Amount, are made in accordance with the Liquidation Event provisions under the Certificate of Incorporation, and satisfy in full the Series A-2 Liquidation Amount and Series A Liquidation Amount (as defined in the Certificate of Incorporation) to which the Company has no other Series A-2 Preferred Stockholders and Company Series A Preferred Stockholders, respectively, are entitled under the Certificate of Incorporation. Immediately prior to the Closing, the authorized capital stock authorizedof the Shareablee Holdco consists of (iii) 26,000,000 shares of Shareablee Holdco Common Stock, and (iv) 11,748,879 shares of Shareablee Holdco Preferred Stock, $0.001 par value. Immediately prior to the Closing, there are no issued or outstandingand outstanding Equity Interests of Shareablee Holdco Common Stock, other than the shares of Shareablee Holdco Common Stock owned by the Company.

Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 175,000,000 59,000,000 shares of Company Common Stock, of which 68,434,362 10,437,639 shares are issued and outstanding as of the date hereof, 44,030,658 shares of Company Preferred Stock, of which (i) 18,582,500 shares are designated as “Series A Convertible Preferred Stock,” of which 18,500,000 shares are issued and outstanding as of the date hereof, (ii) 10,798,158 shares are designated as “Series B Convertible Preferred Stock,” of which 10,526,316 shares are issued and outstanding as of the date hereof, (iii) 6,250,000 shares are designated as “Series C Convertible Preferred Stock,” of which 6,140,351 shares are issued and outstanding as of the date hereof and (iiiv) 76,406,460 8,400,000 shares of Company are designated as “Series D Convertible Preferred Stock, 37,248,564 shares ,” of which are designated Series A Preferred Stock, all of which are issued and outstanding as of the date hereof, 39,157,896 8,012,822 shares of which are designated Series B Preferred Stock, all of which are issued and outstanding as of the date hereof. Each share As of the date hereof, the capitalization of the Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stockas set forth in Section 3.2(a) of the Disclosure Schedule. As of the date hereof, the Company Capital Stock is held of record by the Persons with the domicile addresses persons and in the amounts set forth on in Section 2.2(a3.2(a) of the Disclosure Schedule which further sets forth for each such Person person, to the number Company’s Knowledge the type of shares held by entity of such Person, the applicable stock certificate number(s) representing such sharesperson, the number of shares subject to repurchase, whether any such repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated herebyheld, the vesting schedule for class and/or series of such shares and whether any of such shares were eligible for an election under Section 83(b) the number of the Code, including the date of issuance of applicable stock certificates representing such shares, and whether such election under Section 83(b) of the Code was timely made. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement Contract to which the Company or any of its Subsidiaries is a party or by which it is bound. Except as set forth in Section 2.2(a) of the Disclosure Schedule, there are no outstanding shares of Company Capital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption right. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), the Company has no other capital stock authorized, issued or outstanding.

Company Capital Structure. (a) The As of the Agreement Date, other than de minimis changes resulting from the exercise of Company Options, the authorized capital stock of the Company consists of (i) 175,000,000 90,000,000 shares of Company Common Stock, $0.0001 par value, of which 68,434,362 15,357,091 shares are issued and outstanding as of the date hereof outstanding, and (ii) 76,406,460 58,834,395 shares of Company Preferred Stock, 37,248,564 $0.0001 par value, (A) 11,383,245 shares of which are designated Series A Z Preferred StockStock and all of which are issued and outstanding, (B) 9,762,720 shares of which are designated Series 1 Preferred Stock and all of which are issued and outstanding, (C) 8,743,807 shares of which are designated Series 2 Preferred Stock and all of which are issued and outstanding, (D) 11,458,545 shares of which are designated Series 3 Preferred Stock and all of which are issued and outstanding as of the date hereof, 39,157,896 and (E) 17,486,078 shares of which are designated Series B D Preferred Stock, Stock and all of which are issued and outstanding as of the date hereofoutstanding. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock. As , and there are no other issued and outstanding shares of the date hereof, the Company Capital Stock is held by and no commitments or Contracts to issue any shares of Company Capital Stock other than pursuant to the Persons with conversion provisions related to the domicile addresses Company Preferred Stock pursuant to the Certificate of Incorporation, the exercise of Company Options under the Company Equity Plan and the Company Warrant that are, in each case, outstanding as of the amounts set forth on Agreement Date. The Company holds no treasury shares. Section 2.2(a3.2(a) of the Disclosure Schedule which further sets forth for each such Person forth, as of the Agreement Date, a correct and complete list of the Company Stockholders and the number of shares held by such Person, the applicable stock certificate number(s) representing such shares, the number of shares subject to repurchase, whether any such repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, the vesting schedule for such shares and whether any type of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of so owned by each such sharesCompany Stockholder, and whether such election under Section 83(b) of the Code was timely madeany beneficial holders thereof. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to free of any Liens, outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Charter Documents, Documents or any agreement Contract to which the Company is a party or by which it the Company or any of its assets is bound. Except as set forth in Section 2.2(a) of the Disclosure Schedule, there are no outstanding shares of The Company Capital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption right. There are no has never declared or accrued but unpaid paid any dividends with respect to on any shares of Company Capital Stock. Except as There is no Liability for dividends accrued and unpaid by the Company. The Company is not under any obligation to register under the Securities Act or any other Law any shares of Company Capital Stock, any Company Securities or any other securities of the Company, whether currently outstanding or that may subsequently be issued. All issued and outstanding shares of Company Capital Stock and all Company Options were issued in compliance with Law and all requirements set forth in this the Charter Documents and any applicable Contracts to which the Company is a party or by which the Company or any of its assets is bound. No shares of Company Capital Stock are subject to vesting, reverse vesting, forfeiture, a right of repurchase or to a “substantial risk of forfeiture” within the meaning of Section 2.2(a)83 of the Code, except for the shares of Company Common Stock set forth on Section 3.2(a) of the Disclosure Schedule (such shares set forth, or required to be set forth, on Section 3.2(a)-1 of the Disclosure Schedule, the Company has no other capital stock authorized, issued “Restricted Shares”). Each Contract pursuant to which any Restricted Shares are subject to vesting or outstandinga right of repurchase or a substantial risk of forfeiture is set forth in Section 3.2(a)-1 of the Disclosure Schedule.

Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 175,000,000 316,051,000 shares of Company Common Stock, of which 68,434,362 49,010,899 shares are issued and outstanding as of the date hereof, 198,776,426 shares of Company Preferred Stock, of which 4,385,772 shares have been designated Series A Preferred Stock, of which 2,430,060 shares are issued and outstanding as of the date hereof, 16,000,000 shares have been designated Series B Preferred Stock, of which 13,164,496 shares are issued and outstanding as of the date hereof, 25,000,000 shares have been designated Series C Preferred Stock, of which 14,335,473 shares are issued and outstanding as of the date hereof, 27,339,654 shares have been designated Series D Preferred Stock, of which 26,177,150 shares are issued and outstanding as of the date hereof and (ii) 76,406,460 126,051,000 shares of Company have been designated Series E Preferred Stock, 37,248,564 shares of which are designated Series A Preferred Stock, all of which are issued and outstanding as of the date hereof, 39,157,896 105,568,127 shares of which are designated Series B Preferred Stock, all of which are issued and outstanding as of the date hereof. Each share As of the date hereof, the capitalization of the Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stockas set forth in this SECTION 2.2(a). As of the date hereof, the Company Capital Stock is held owned of record by the Persons with the domicile addresses persons and in the amounts numbers of shares set forth on Section in SECTION 2.2(a) of the Disclosure Schedule which further sets forth for each such Person the number of shares held by such Person, the applicable stock certificate number(s) representing such shares, the number of shares subject to repurchase, whether any such repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, the vesting schedule for such shares and whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely madeSchedule. All outstanding shares of Company Capital Stock are have been, and all shares that may be issued pursuant to the exercise of Company Options, or Company Warrants will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statuteunder Delaware Law, the Charter Documents, Documents or any agreement to which the Company is a party or by which it is bound. Except as set forth party, and together with all Company Options and Company Warrants have been issued in Section 2.2(a) of the Disclosure Schedule, there are no outstanding shares of Company Capital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption rightcompliance in all material respects with all applicable federal and state securities laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), the The Company has no other capital stock other than the Company Capital Stock authorized, issued or outstanding. As of the date hereof, the conversion price of each series of Company Preferred Stock is as set forth in Section E.1. of Article FOURTH of the Company's certificate of incorporation, as amended to date and in full force and effect on the date hereof.

Company Capital Structure. (a) The i. As of the Agreement Date, the authorized capital stock of the Company consists of (i) 175,000,000 40,000,000 shares of Company Common Stock, $0.00001 par value, of which 68,434,362 13,401,652 shares are issued and outstanding as of the date hereof and 1,960,604 shares are reserved for issuance pursuant to outstanding Company Warrants and (ii) 76,406,460 19,642,116 shares of Company Preferred Stock, 37,248,564 $0.00001 par value, (A) 7,006,076 shares of which are designated Company Series A Preferred Stock, all of which 6,992,476 are issued and outstanding, and 13,600 shares are reserved for issuance pursuant to outstanding as of the date hereofCompany Warrants, 39,157,896 and (B) 12,636,040 shares of which are designated Company Series B Preferred StockStock and, all of which 12,623,077 are issued and outstanding as of the date hereofand 12,963 shares are reserved for issuance pursuant to outstanding Company Warrants. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock. As , and there are no other issued and outstanding shares of the date hereof, the Company Capital Stock is held by and no commitments or Contracts to issue any shares of Company Capital Stock other than pursuant to the Persons with exercise of Company Options under the domicile addresses Company Equity Plan and the Company Warrants that are, in each case, outstanding as of the amounts set forth on Agreement Date. The Company holds no treasury shares. Section 2.2(a) of the Disclosure Schedule which further sets forth for each such Person forth, as of the Agreement Date, a correct and complete list of the Company Stockholders and the number of shares held by such Person, the applicable stock certificate number(s) representing such shares, the number of shares subject to repurchase, whether any such repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, the vesting schedule for such shares and whether any type of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of so owned by each such shares, and whether such election under Section 83(b) of the Code was timely madeCompany Stockholder. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to free of any Liens, outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Charter Documents, or any agreement Contract to which the Company is a party or by which it the Company or any of its assets is boundbound other than Liens created by the Charter Documents, the Amended and Restated Voting Agreement, the Stockholders Agreement and the Right of First Refusal and Co-Sale Agreement. Except as set forth in Section 2.2(a) of the Disclosure Schedule, there are no outstanding shares of The Company Capital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption right. There are no has never declared or accrued but unpaid paid any dividends with respect to on any shares of Company Capital Stock. Except There is no Liability for dividends accrued and unpaid by the Company. The Company is not under any obligation to register under the Securities Act or any other Law any shares of Company Capital Stock, any Company Securities or any other securities of the Company, whether currently outstanding or that may subsequently be issued other than as set forth in this the Investors’ Rights Agreement. All issued and outstanding shares of Company Capital Stock and all Company Options were issued in compliance with Law and all requirements set forth in the Charter Documents and any applicable Contracts to which the Company is a party or by which the Company or any of its assets is bound other than as set forth in the Right of First Refusal and Co-Sale Agreement. No shares of Company Capital Stock are subject to vesting, reverse vesting, forfeiture, a right of repurchase or to a "substantial risk of forfeiture" within the meaning of Section 2.2(a83 of the Code, except for the shares of Company Common Stock set forth on Section 2.2(b) (such shares set forth, or required to be set forth, on Schedule 2.2(b), the Company has no other capital stock authorized, issued or outstanding“Restricted Shares”).

Company Capital Structure. (a) The authorized capital stock of the Company consists of 73,243,652 shares of Company Capital Stock consisting of (i) 175,000,000 51,500,000 shares of common stock, $0.001 par value per share (“Company Common Stock”), of which 68,434,362 17,137,954 shares are issued and outstanding as of the date hereof and outstanding; (ii) 76,406,460 5,250,000 shares of Company designated as series A-1 convertible preferred stock, $0.001 par value per share (“Series A-1 Convertible Preferred Stock, 37,248,564 shares of which are designated Series A Preferred Stock”), all of which are issued and outstanding outstanding; (iii) 13,229,412 shares designated as of the date hereofseries B convertible preferred stock, 39,157,896 shares of which are designated $0.001 par value per share (“Series B Convertible Preferred Stock”), all of which are issued and outstanding outstanding; and (iv) 3,264,240 shares designated as series C convertible preferred stock, $0.001 par value per share (“Series C Convertible Preferred Stock” and collectively with the Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock, the “Preferred Stock”), all of which are issued and outstanding. The Company has no other capital stock authorized, issued or outstanding. The rights, privileges and preferences of the date hereof. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stockare as stated in the Charter Documents. As of the date hereof, the The Company Capital Stock is held of record by the Persons with the domicile addresses and Stockholders in the amounts set forth in Section 2.2(a) of the Disclosure Schedule. All outstanding shares of Company Capital Stock have been duly authorized, are validly issued, fully paid and nonassessable and, other than as set forth on Section 2.2(a) of the Disclosure Schedule which further sets forth for each such Person the number of shares held by such PersonSchedule, the applicable stock certificate number(s) representing such shares, the number of shares subject to repurchase, whether any such repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, the vesting schedule for such shares and whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement Contract to which the Company is a party or by which it is bound. Except as set forth in Section 2.2(a) of the Disclosure Schedule, there are no outstanding No shares of Company Capital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption rightany Lien. No Stockholder has exercised any right of redemption, if any, and the Company has not received notice that any Stockholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), Neither the Company has no nor any of its Subsidiaries owns any issued shares of Company Capital Stock. None of the outstanding Company Capital Stock or other capital stock authorizedsecurities of the Company was issued in violation of any applicable state, issued federal or outstandingforeign securities laws.

Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 175,000,000 30,000,000 shares of Company Common Stock, of which 68,434,362 3,792,403 shares are issued and outstanding as of the date hereof and (ii) 76,406,460 21,003,319 shares of Company Preferred Stock, 37,248,564 of which 20,792,969 shares are issued and outstanding as of the date hereof. Of the authorized shares of which Company Preferred Stock, 3,585,000 are designated as Company Series A Preferred Stock, all of which 3,525,000 shares are issued and outstanding as of the date hereof, 39,157,896 shares of which 6,783,868 are designated as Company Series B Preferred Stock, all of which 6,710,638 shares are issued and outstanding as of the date hereof, 5,634,451 are designated as Company Series C Preferred Stock, of which 5,597,014 shares are issued and outstanding as of the date hereof, and 5,005,000 are designated as Company Series D Preferred Stock, of which 4,960,317 shares are issued and outstanding as of the date hereof. Each share of Company Preferred Stock is convertible on a one-share one‑share for one-share one‑share basis into Company Common Stock. As of the date hereof, the Company Capital Stock is held by the Persons with the domicile addresses and in the amounts set forth on Section 2.2(a) of the Disclosure Schedule Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate number(scertificate(s) representing such shares, the number of shares currently or previously subject to repurchase, whether any such repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, the vesting schedule for such shares and whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election which elections under Section 83(b) of the Code was were not timely made. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable non‑assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound. Except as set forth in Section 2.2(a) of the Disclosure Schedule, there are no outstanding shares of Company Capital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption right. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), the Company has no other capital stock authorized, issued or outstanding.