Common use of Company Capital Structure Clause in Contracts

Company Capital Structure. (a) The authorized capital stock of the Company consists of 19,907,500 shares of Company Common Stock and 20,185,000 shares of Company Preferred Stock, of which 5,280,000 shares are designated “Series A Convertible Preferred Stock” and 4,812,500 shares are designated “Series B Convertible Preferred Stock.” At the close of business on the date of this Agreement, (i) 4,687,436 shares of Company Common Stock were issued and outstanding and (ii) no shares of Company Common Stock were held in treasury by the Company. At the close of business on the date of the Agreement, 5,280,000 shares of Series A Convertible Preferred Stock were issued and outstanding, and 4,812,500 shares of Series B Convertible Preferred Stock were issued and outstanding. The Company Capital Stock is held by the Stockholders, with domicile addresses and in the amounts set forth in Section 2.2(a)(i) of the Disclosure Schedule. All outstanding shares of Company Capital Stock and all outstanding Subsidiary Equity Interests are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Charter Documents or the applicable governing documents of any Subsidiary of the Company, or any agreement to which the Company or any Subsidiary of the Company is a party or by which it is bound. No shares of the Company Capital Stock or Subsidiary Equity Interests are subject to any Lien suffered or permitted by the Company or any of the Company’s Subsidiaries. Other than as contemplated herein, the Company and its Subsidiaries have not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense which has not been paid or satisfied prior to the date hereof relating to or arising out of the issuance or repurchase of any Company Capital Stock or Subsidiary Equity Interests or options or warrants to purchase Company Capital Stock or Subsidiary Equity Interests, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). 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. Except as set forth in Section 2.2(a)(ii) of the Disclosure Schedule, there are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. There are no shares of Company Unvested Capital Stock. The Company and its Subsidiaries have no other capital stock authorized or issued and outstanding

Company Capital Structure. (a) The As of the date hereof, the authorized capital stock of the Company consists consisted of 19,907,500 57,000,000 shares of authorized Company Common Stock and 20,185,000 shares of Company Preferred Stock, of which 5,280,000 2,172,338 shares are designated “Series A Convertible Preferred Stock” and 4,812,500 shares are designated “Series B Convertible Preferred Stock.” At the close of business on the date of this Agreement, (i) 4,687,436 shares of Company Common Stock were issued and outstanding and (ii) no shares of Company Common Stock were held in treasury by the Company. At the close of business on the date of the Agreement, 5,280,000 shares of Series A Convertible Preferred Stock were issued and outstanding, and 4,812,500 24,665,000 shares of Preferred Stock, of which 11,875,000 shares were designated Series A Preferred Stock of which 11,312,500 were issued and outstanding, 5,540,000 shares were designated Series B Convertible Preferred Stock Stock, 4,423,000 of which were issued and outstanding, 3,500,000 shares were designated Series C Preferred Stock, 3,500,000 of which were issued and outstanding, and 3,750,000 shares were designated Series D Preferred Stock, 3,516,426 of which were issued and outstanding. The As of the date hereof, the Company Capital Stock is other than Company Common Stock was held by the Stockholders, with domicile addresses and in the amounts set forth in Section 2.2(a)(i2.3(a) of the Disclosure ScheduleSchedule (with the names and domicile addresses of such persons to be provided no later than three (3) business days after the date of this Agreement). All outstanding shares of Company Capital Stock and all outstanding Subsidiary Equity Interests are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Charter Documents Articles of Incorporation or the applicable governing documents of any Subsidiary Bylaws of the Company, Company or any agreement to which the Company or any Subsidiary of the Company is a party or by which it is boundbound and have been issued in compliance with federal and state securities laws. No shares of the Company Capital Stock or Subsidiary Equity Interests are subject to any Lien suffered or permitted by the Company or any of the Company’s Subsidiaries. Other than as contemplated herein, the Company and its Subsidiaries have not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense which has not been paid or satisfied prior to the date hereof relating to or arising out of the issuance or repurchase of any Company Capital Stock or Subsidiary Equity Interests or options or warrants to purchase Company Capital Stock or Subsidiary Equity Interests, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). 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. Except as set forth in Section 2.2(a)(ii) of the Disclosure Schedule, there There are no 11 17 declared or accrued but unpaid dividends with respect to any shares of the Company Capital Stock. There are no shares of Company Unvested Capital Stock. The Company and its Subsidiaries have has no other capital stock authorized, issued or outstanding. (b) Except for the Company's 1992 Stock Option Plan (the "Stock Option Plan"), the Company's 1995 Employee Stock Purchase Plan (the "Purchase Plan") and the Company's Directors' Stock Plan (the "Directors' Plan"), the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. The Company has reserved 3,550,000 shares of Company Common Stock for issuance to employees and consultants pursuant to the Stock Option Plan, and 2,411,769 shares are subject to outstanding unexercised options granted pursuant to the Stock Option Plan as of the date hereof. The Company has reserved 150,000 shares of Company Common Stock for issuance to directors pursuant to the Directors' Plan, and 150,000 shares are subject to outstanding unexercised options granted pursuant to the Directors' Plan as of the date hereof. No shares are subject to outstanding grants pursuant to the Purchase Plan as of the date hereof. Section 2.3(b) of the Disclosure Schedule sets forth for each outstanding Company Option as of December 31, 1998, an identification number of the holder as noted on the Company's records and the number of shares of Company Common Stock subject to such Company Option. Section 2.3(b) of the Disclosure Schedule also sets forth the name of the holder of any Company Capital Stock other than Company Common Stock subject to vesting, the number of shares of Company Capital Stock other than Company Common Stock subject to vesting and the vesting schedule for such Company Capital Stock other than Company Common Stock, including the extent vested to date. There are Company Warrants outstanding for the purchase of 901,525 shares of Company Common Stock and 562,500 shares of Company Series A Preferred. There are no other options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or issued and outstandingother similar rights with respect to the Company. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. 2.4

Company Capital Structure. (a) The authorized capital stock of the Company (exclusive of its Subsidiaries) consists solely of 19,907,500 (i) 20,000,000 shares of authorized Company Common Stock and 20,185,000 Stock, 6,875,007 shares of Company Preferred Stock, of which 5,280,000 shares are designated “Series A Convertible Preferred Stock” issued and 4,812,500 shares are designated “Series B Convertible Preferred Stock.” At the close of business outstanding on the date of this Agreementhereof, (i) 4,687,436 shares of Company Common Stock were issued and outstanding and (ii) no 1,514,310 shares of Company Common Stock were held in treasury by authorized preferred stock, of which (w) 525,490 shares of which have been authorized and designated as the Company. At the close Series A Preferred Stock, all of business which are issued and outstanding on the date hereof, (x) 747,000 shares of which have been authorized and designated as the Series B Preferred Stock, 502,195 shares of which are issued and outstanding on the date hereof, (y) 241,820 shares of which have been authorized and designated as the Series C Preferred Stock, 146,578 shares of which are issued and outstanding on the date hereof, and (z) no other shares of which have been authorized or designated as a series or are issued and outstanding as of the Agreementdate hereof. On the date hereof, 5,280,000 shares of the Company Common Stock, the Series A Convertible Preferred Stock, the Series B Preferred Stock were issued and outstanding, and 4,812,500 shares of the Series B Convertible C Preferred Stock were issued and outstanding. The Company Capital Stock is held of record and beneficially by the Stockholderspersons, with domicile the addresses of record and in the amounts with the corresponding certificate numbers set forth in Section 2.2(a)(i) of the Disclosure Scheduleon Schedule 2.2(a). All outstanding shares of Company Capital Stock and all outstanding Subsidiary Equity Interests are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Charter Documents Articles of Incorporation or the applicable governing documents of any Subsidiary Bylaws of the Company, or any agreement to which the Company or any Subsidiary of the Company is a party or by which it is boundbound or otherwise. No shares None of the Company Capital Stock or Subsidiary Equity Interests are subject to any Lien suffered or permitted by the Company or any of the Company’s Subsidiaries. Other than as contemplated herein, the Company and its Subsidiaries have not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense which has not been paid or satisfied prior to the date hereof relating to or arising out of the issuance or repurchase of any Company Capital Stock or Subsidiary Equity Interests or options or warrants to purchase Company Capital Stock or Subsidiary Equity Interests, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). 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. Except as set forth in Section 2.2(a)(ii) of the Disclosure Schedule, there are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. There are no shares Stock is subject to any right of Company Unvested Capital Stock. The Company and its Subsidiaries have no other capital stock authorized or issued and outstandingrepurchase by the Company.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 19,907,500 1,500,000,000 shares of Company Common Stock and 20,185,000 10,000,000 shares of preferred stock, par value $0.001 per share, (“Company Preferred Stock, of which 5,280,000 shares are designated “Series A Convertible Preferred Stock” and 4,812,500 shares are designated “Series B Convertible Preferred Stock.” ”). At the close of business on the date of this AgreementDecember 20, 2002, (i) 4,687,436 162,847,127 shares of Company Common Stock were issued and outstanding and outstanding, none of which shares are unvested or are subject to a repurchase option, risk of forfeiture or other condition providing that such shares may be forfeited or repurchased by the Company or otherwise vest upon any termination of stockholder’s or grantee’s employment, directorship or other relationship with the Company or any of its subsidiaries under the terms of any restricted stock purchase agreement or other agreement with the Company, (ii) no shares of Company Common Stock were held in treasury by the Company. At the close of business on the date Company in its treasury or by any direct or indirect subsidiary of the AgreementCompany, 5,280,000 and (iii) no shares of Series A Convertible Preferred Stock were issued and outstanding, and 4,812,500 shares of Series B Convertible Company Preferred Stock were issued and outstanding. The Company Capital Stock is held by the Stockholders, with domicile addresses and in the amounts set forth in Section 2.2(a)(i) of the Disclosure Schedule. All outstanding shares of Company Capital Common Stock and all outstanding Subsidiary Equity Interests are duly authorized, validly issued, fully paid and non-assessable nonassessable and are not subject to preemptive rights created by statuteunder the DGCL, the Charter Documents certificate of incorporation or the applicable governing documents bylaws of any Subsidiary of the Company, or any agreement to which the Company or any Subsidiary of agreement or document to which the Company is a party or by which it or its assets is bound. No As of December 20, 2002 (i) 20,276,299 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock under the Company Option Plans and any other agreement of the Company Capital Stock or Subsidiary Equity Interests are subject pursuant to any Lien suffered or permitted by the Company or any of the Company’s Subsidiaries. Other than as contemplated herein, the Company and its Subsidiaries have not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense which has not been paid or satisfied prior to the date hereof relating to or arising out of the issuance or repurchase of any Company Capital Stock or Subsidiary Equity Interests or options or warrants to purchase Company Capital Stock or Subsidiary Equity Interests, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). 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. Except as granted an option, each of which is set forth on Section 2.2 of the Company Disclosure Letter (collectively, the “Non-Plan Option Agreements,”) and (ii) 1,652,906 shares of Company Common Stock are reserved for future issuance under the ESPP (as defined in Section 2.2(a)(ii) 5.7(c)). Section 2.2 of the Company Disclosure Schedule, there are no declared or accrued but unpaid dividends Letter sets forth the following information with respect to any each Company Option outstanding as of the date of this Agreement, (i) the name of each person who held such Company Options, (ii) the particular Company Option Plan pursuant to which such Company Option was granted, (iii) the date on which such Company Option was granted or assumed, (iv) the exercise or base price of such Company Option, (v) the number of shares of Company Capital StockCommon Stock subject to such Company Option or value covered thereby, (vi) the number of shares of Company Common Stock as to which such Company Option had vested at such date, (vii) the applicable vesting schedule for such Company Option, and (viii) the date on which such Company Option expires. The Company has made available to Parent an accurate and complete copy of each of the Company Option Plans, the Non-Plan Option Agreements, the ESPP and the standard forms of stock option agreements evidencing Company Options granted under the Company Option Plans. There are no options outstanding to purchase shares of Company Unvested Capital Common Stock other than pursuant to the Company Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. All outstanding shares of Company Common Stock. The , all outstanding Company Options, and its Subsidiaries have no other all outstanding shares of capital stock authorized or of each subsidiary of Company have been issued and outstandinggranted in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable agreements or instruments.

Company Capital Structure. (a) The As of the Agreement Date, the authorized capital stock of the Company consists of 19,907,500 (i) 54,601,000 shares of Company Common Stock Stock, $0.0001 par value, of which 19,666,667 shares are issued and 20,185,000 outstanding, and (ii) 25,080,275 shares of Company Preferred Stock, $0.0001 par value, (A) 12,824,275 shares of which 5,280,000 shares are designated “Series A Convertible Preferred Stock” and 4,812,500 shares are designated “Series B Convertible Preferred Stock.” At the close of business on the date of this Agreement, (i) 4,687,436 shares of Company Common Stock were issued and outstanding and (ii) no shares of Company Common Stock were held in treasury by the Company. At the close of business on the date of the Agreement, 5,280,000 shares of Series A Convertible Preferred Stock were and all of which are issued and outstanding, and 4,812,500 (B) 12,256,000 shares of which are designated Series B Convertible Preferred Stock were and 11,627,271 of which are issued and outstanding. The Each share of Company Capital Preferred Stock is held convertible into Company Common Stock by dividing the applicable Original Issue Price (as defined in the Certificate of Incorporation) of such series by the Stockholders, with domicile addresses and applicable Conversion Price (as defined in the amounts set forth in Section 2.2(a)(iCertificate of Incorporation) of such series in effect at the Disclosure Schedule. All time of conversion, and there are no other issued and outstanding shares of Company Capital Stock and all no commitments or Contracts to issue any shares of Company Capital Stock other than pursuant to the exercise of Company Options under the Company Equity Plan that are outstanding Subsidiary as of the Agreement Date and set forth on Section 3.2(a) of the Disclosure Schedule. The Company holds no treasury shares. Section 3.2(a) of the Disclosure Schedule sets forth, as of the Agreement Date, a correct and complete list of the holders of issued and outstanding and authorized shares of Company Capital Stock and each other Equity Interest (other than Company Options set forth on Section 3.2(d) of the Disclosure Schedule) of the Company and each of its Subsidiaries 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 and each of its Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and not subject to are free of any Liens, outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Charter Documents or the applicable governing documents of any Subsidiary of the Company, or any agreement Contract to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets are bound. None of the Company nor any of its Subsidiaries has ever 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 Company or any of its Subsidiaries. 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 or Equity Interests of the Acquired Companies, 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 the Charter Documents and any applicable Contracts to which the Company is a party or by which it the Company or any of its assets is bound. No shares of the Company Capital Stock or Subsidiary Equity Interests are subject to any Lien suffered vesting, reverse vesting, forfeiture, a right of repurchase or permitted by to a "substantial risk of forfeiture" within the Company or any meaning of Section 83 of the Company’s Subsidiaries. Other than as contemplated hereinCode, except for the Company and its Subsidiaries have not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense which has not been paid or satisfied prior to the date hereof relating to or arising out of the issuance or repurchase of any Company Capital Stock or Subsidiary Equity Interests or options or warrants to purchase Company Capital Stock or Subsidiary Equity Interests, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). 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. Except as set forth in Section 2.2(a)(ii) of the Disclosure Schedule, there are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. There are no Common Stock set forth on Section 3.2(b)-1 (such shares of Company Unvested Capital Stock. The Company and its Subsidiaries have no other capital stock authorized set forth, or issued and outstandingrequired to be set forth, on Schedule 3.2(b)-1, the “Restricted Shares”).

Company Capital Structure. (a) The authorized capital stock of the Company consists of 19,907,500 3,000 shares of Company Common Stock Stock, of which 1,000 shares are issued and 20,185,000 outstanding as of the date hereof, and no shares of Company Preferred Stock, . As of which 5,280,000 shares are designated “Series A Convertible Preferred Stock” and 4,812,500 shares are designated “Series B Convertible Preferred Stock.” At the close of business on the date hereof, the capitalization of this Agreementthe Company is as follows: Stockholder Name: Address: Shares of Common Stock Held: Percentage of Common Stock Held: Xxxxxxxx 000 X.X. 0xx Xxxxxx, (i) 4,687,436 Xxxxxxxxxxx, XX 00000 550 55 % Xxxxxxxxxx 000 XX 0xx Xxxxxx, Xxxxxxxxxxx, XX 00000 280 28 % Xxxxx 000 Xxxxxx Xxxxx, Xxxxxxx, XX 00000 170 17 % The Company shall notify Parent in writing promptly upon becoming aware of any changes arising after the date hereof in the holders of Company Capital Stock, the number and class or series of shares of Company Common Capital Stock were issued and outstanding and (ii) no shares of Company Common Stock were held in treasury by the Company. At the close of business on the date of the Agreement, 5,280,000 shares of Series A Convertible Preferred Stock were issued and outstandingany such holder, and 4,812,500 shares of Series B Convertible Preferred Stock were issued and outstanding. The Company Capital Stock is held by any change in the Stockholders, with domicile addresses and in the amounts set forth in Section 2.2(a)(i) of the Disclosure Scheduleany such holder. All outstanding shares of Company Capital Stock and all outstanding Subsidiary Equity Interests are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Charter Documents certificate of incorporation or the applicable governing documents of any Subsidiary bylaws of the Company, or any agreement to which the Company or any Subsidiary of 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. No shares of the The Company Capital Stock or Subsidiary Equity Interests are subject to any Lien suffered or permitted by the Company or any of the Company’s Subsidiaries. Other than as contemplated herein, the Company and its Subsidiaries have has not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense which has not been paid or satisfied prior to the date hereof Loss relating to or arising out of the issuance or repurchase of any Company Capital Stock or Subsidiary Equity Interests or options or warrants to purchase Company Capital Stock or Subsidiary Equity InterestsOptions, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement)thereto. No Stockholder has exercised any shares of Company Common Stock are unvested restricted stock or otherwise subject to a repurchase or redemption right or right of redemption, if any, and the Company has not received notice that any Stockholder intends to exercise such rightsfirst refusal. Except as set forth in Section 2.2(a)(ii) of the Disclosure Schedule, there There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. There are no shares of Company Unvested Capital Stock. The Company and its Subsidiaries have has no other capital stock authorized authorized, issued or issued and outstandingoutstanding other than as set forth in this Section 3.2.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 19,907,500 35,000,000 shares of Company Common Stock Stock, of which 19,245,080 shares are issued and 20,185,000 outstanding, 7,597,882 shares of Company Series A Preferred Stock, of which 5,280,000 7,597,882 shares are designated “Series A Convertible Preferred Stock” and 4,812,500 shares are designated “Series B Convertible Preferred Stock.” At the close of business on the date of this Agreement, (i) 4,687,436 shares of Company Common Stock were issued and outstanding and (ii) no shares of Company Common Stock were held in treasury by the Company. At the close of business on the date of the Agreement, 5,280,000 shares of Series A Convertible Preferred Stock were issued and outstanding, and 4,812,500 5,102,040 shares of Series B Convertible Preferred Stock were Stock, of which 5,102,040 shares are issued and outstanding. The Company Series A Preferred Stock and the Company Series B Preferred Stock are convertible on a one-share for one-share basis into Company Common Stock. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Capital Stock is held by the Stockholders, persons with the domicile addresses and in the amounts set forth in Section 2.2(a)(i2.2(a) of the Disclosure Schedule, which further sets forth for each such person the number of shares held, class and/or series of such shares and the number of the applicable stock certificates representing such shares. All outstanding shares of Company Capital Stock and all outstanding Subsidiary Equity Interests are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents or the applicable governing documents of any Subsidiary of the CompanyDocuments, or any agreement to which the Company or any Subsidiary of the Company is a party or by which it is bound. No shares bound other than preemptive rights in favor of the Company or preemptive rights granted pursuant to the Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of September 3, 2008. All outstanding shares of Company Capital Stock and Company Options have been issued or Subsidiary Equity Interests are subject to any Lien suffered or permitted repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company’s Subsidiaries. Other than as contemplated herein) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company and its Subsidiaries have or any Shareholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense which has not been paid or satisfied prior to the date hereof relating to or arising out of the issuance or repurchase of any Company Capital Stock or Subsidiary Equity Interests or options or warrants to purchase Company Capital Stock or Subsidiary Equity InterestsOptions, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). 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. Except as set forth in Section 2.2(a)(ii) of the Disclosure Schedule, there There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. There are no shares of Company Unvested Capital Stock. The Company and its Subsidiaries have has no other capital stock authorized authorized, issued or issued and outstanding.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 19,907,500 (i) 1,000,000 shares of Company Common Stock, of which 238,941.82 shares are issued and outstanding as of the Agreement Date, and (ii) 800,000 shares of Company Preferred Stock, consisting of (x) 100 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), of which 100 shares are issued and 20,185,000 outstanding as of the Agreement Date, (y) 750,000 shares of Series B Convertible Preferred Stock (the “Series B Preferred Stock”), of which 750,000 shares are issued and outstanding as of the Agreement Date and (z) 49,900 shares of Company Preferred Stock, of which 5,280,000 none are issued and outstanding as of the Agreement Date. The Company does not have any other shares of preferred stock or any other shares of capital stock or any other equity or ownership interests of any kind authorized, designated, issued or outstanding. All of the Shares are designated “Series A Convertible Preferred Stock” owned of record and, to the Company’s Knowledge, beneficially, by the Sellers as set forth on Schedule 2.6(a), which is accurate and 4,812,500 shares complete as of the Agreement Date. The Shares are designated “Series B Convertible Preferred Stock.” At owned by the close Sellers free and clear of business on any and all Liens, and upon delivery of the date Shares hereunder, Bxxxx will acquire good and marketable title thereto, free and clear of this Agreement, any and all Liens. All rights and powers to vote the Shares are held exclusively by the Sellers. All of the Shares (i) 4,687,436 shares of Company Common Stock were have been duly authorized and validly issued and outstanding and (ii) no shares of Company Common Stock were held in treasury by the Company. At the close of business on the date of the Agreementare fully paid, 5,280,000 shares of Series A Convertible Preferred Stock were issued and outstanding, and 4,812,500 shares of Series B Convertible Preferred Stock were issued and outstanding. The Company Capital Stock is held by the Stockholders, with domicile addresses and in the amounts set forth in Section 2.2(a)(i) of the Disclosure Schedule. All outstanding shares of Company Capital Stock and all outstanding Subsidiary Equity Interests are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights or similar rights created by statute, the Charter Company’s Organizational Documents or the applicable governing documents of any Subsidiary of the Company, or any agreement to which the Company is a party, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with the terms of any applicable agreement or any Subsidiary of other understanding to which the Company is a party or by which it is bound. No shares party, the Organizational Documents of the Company Capital Stock or Subsidiary Equity Interests and all applicable Laws. There are subject to no restrictions of any Lien suffered or permitted by kind on the Company or any transfer of the Company’s Subsidiaries. Other than as contemplated hereinShares except those imposed by foreign, the Company federal and its Subsidiaries have not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense which has not been paid or satisfied prior to the date hereof relating to or arising out of the issuance or repurchase of any Company Capital Stock or Subsidiary Equity Interests or options or warrants to purchase Company Capital Stock or Subsidiary Equity Interests, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Stockholder has exercised any right of redemption, if any, and the Company has not received notice that any Stockholder intends to exercise such rightsstate securities Laws. Except as set forth in Section 2.2(a)(ii) of the Disclosure Scheduleon Schedule 2.6(a)(ii), there are no declared dividends or accrued but unpaid dividends other Distributions with respect to any shares of Company Capital StockStock or any Subsidiary Securities have ever been made or declared, and none have accrued. There All preferential rights of the Company Preferred Stock in connection with the sale of substantially all of the assets of the Company or a merger involving the Company are no shares set forth in the Company’s Organizational Documents. Each share of Company Unvested Capital Stock. The Company Series A Preferred Stock and its Subsidiaries have no other capital stock authorized or issued each share of Series B Preferred Stock is convertible as provided in the Company’s Amended and outstandingRestated Certificate of Incorporation, as amended and in effect as of the date of the Agreement Date.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 19,907,500 10,000,000 shares of Common Stock, no par value, and 2,000,000 shares of Preferred Stock, no par value. There are 1,796,250 shares of the Company Common Stock and 20,185,000 shares of Company Preferred Stock, of which 5,280,000 shares are designated “Series A Convertible Preferred Stock” and 4,812,500 shares are designated “Series B Convertible Preferred Stock.” At the close of business on the date of this Agreement, (i) 4,687,436 shares of Company Common Stock were issued and outstanding held by the persons, and (ii) in the amounts, set forth on Exhibit A-1. There are no shares of the Company Common Stock were held in treasury by the Company. At the close of business on the date of the Agreement, 5,280,000 shares of Series A Convertible Preferred Stock were issued and outstanding, and 4,812,500 shares of Series B Convertible Preferred Stock were issued and outstanding. The Company Capital Stock is held by At the Stockholders, with domicile addresses and in the amounts set forth in Section 2.2(a)(i) time of the Disclosure ScheduleClosing, such list shall have been appropriately adjusted to reflect option exercises and stock repurchases since the date hereof. All outstanding shares of Company Capital Common Stock and all outstanding Subsidiary Equity Interests are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Charter Documents Articles of Incorporation or the applicable governing documents of any Subsidiary Bylaws of the Company, Company or any agreement to which the Company or any Subsidiary of the Company is a party or by which it is bound. No The Company has reserved 500,000 shares of Common Stock for issuance to employees and consultants pursuant to the Company Capital Stock or Subsidiary Equity Interests Option Plan, of which no shares have been exercised, and 365,000 shares are subject to any Lien suffered or permitted by outstanding, unexercised options (the Company or any "Options"). The holders of the Company’s Subsidiaries. Other than as contemplated herein, the Company and its Subsidiaries have not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense which has not been paid or satisfied prior to the date hereof relating to or arising out of the issuance or repurchase of any Company Capital Stock or Subsidiary Equity Interests or options or warrants to purchase Company Capital Stock or Subsidiary Equity Interests, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). 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. Except as set forth in Section 2.2(a)(ii) of the Disclosure Schedule, there Options are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stocklisted on Exhibit A-1 hereto. There are no other options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Unvested Capital Stock. The Company and its Subsidiaries have no other the capital stock authorized of the Company or issued and outstandingobligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 19,907,500 (i) 29,000,000 shares of Company Common Stock Stock, of which 11,156,682 shares are issued and 20,185,000 outstanding as of the Agreement Date, and (ii) 9,742,653 shares of Company Preferred Stock, consisting of (A) 4,595,854 shares of Series Seed Preferred Stock (the “Series Seed Preferred Stock”), of which 5,280,000 4,595,854 shares are designated “Series A Convertible Preferred Stock” and 4,812,500 shares are designated “Series B Convertible Preferred Stock.” At the close of business on the date of this Agreement, (i) 4,687,436 shares of Company Common Stock were issued and outstanding as of the Agreement Date, and (iiB) no shares of Company Common Stock were held in treasury by the Company. At the close of business on the date of the Agreement, 5,280,000 5,146,799 shares of Series A Convertible Preferred Stock were (the “Series A Preferred Stock”), of which 5,146,799 shares are issued and outstanding, and 4,812,500 outstanding as of the Agreement Date. The Company does not have any other shares of Series B Convertible Preferred preferred stock or any other shares of capital stock or any other equity or ownership interests of any kind authorized, designated, issued or outstanding. No shares of Company Capital Stock were issued and outstandingare held in the Company’s treasury. The Company Capital Stock Stock, including all shares subject to the Company’s right of repurchase, is held of record and, to the Company’s Knowledge, beneficially by the Stockholders, Persons with domicile the addresses and in the amounts and represented by the certificates set forth in on Section 2.2(a)(i(viii) of the Disclosure ScheduleAllocation Certificate. All outstanding shares of Company Capital Stock (i) have been duly authorized and all outstanding Subsidiary Equity Interests validly issued and are duly authorizedfully paid, validly issued, fully paid and non-assessable and not subject to preemptive rights or similar rights created by statute, the Charter Company’s Organizational Documents or the applicable governing documents of any Subsidiary of the Company, or any agreement to which the Company is a party (other than rights and restrictions contained in the Investor Agreements, the Company Option Plan or stock grant or option agreements expressly subject to the Company Option Plan), and (ii) have been offered, sold, issued and delivered by the Company in compliance with the terms of any Subsidiary of applicable agreement to which the Company is a party or by which it is bound. No shares party, the Organizational Documents of the Company Capital Stock or Subsidiary Equity Interests are subject to any Lien suffered or permitted by the Company or any of the Company’s Subsidiaries. Other than as contemplated herein, the Company and its Subsidiaries have not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense which has not been paid or satisfied prior to the date hereof relating to or arising out of the issuance or repurchase of any Company Capital Stock or Subsidiary Equity Interests or options or warrants to purchase Company Capital Stock or Subsidiary Equity Interests, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement)all applicable Laws. 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. Except as set forth in Section 2.2(a)(ii) of the Disclosure Schedule, there are no declared dividends or accrued but unpaid dividends other Distributions with respect to any shares of Company Capital StockStock or any Subsidiary Securities have ever been made, deemed to have occurred or declared, and none have accrued. There are no shares Each share of Company Unvested Capital Preferred Stock is convertible into one share of Company Common Stock. The Company and its Subsidiaries have no other capital stock authorized or issued and outstanding.

Company Capital Structure. (a) The Immediately prior to the transactions contemplated hereunder, the authorized capital stock of the Company consists of 19,907,500 (1) 15,000,000 shares of Company common stock, $0.00001 par value per share (the “Company Common Stock Stock”) of which 5,758,942 are issued and 20,185,000 outstanding (which such amounts include the shares issuable upon the exercise of the Company Options on the Closing Date) and (2) 1,500,000 shares of Company Preferred Stockfounder FF preferred stock , of which 5,280,000 shares are designated $0.00001 par value per share (the “Series A Convertible Founder Preferred Stock” and 4,812,500 shares together with the Common Stock, the “Company Capital Stock”) 900,000 of which are designated “Series B Convertible Preferred Stock.” At the close of business on the date of this Agreement, (i) 4,687,436 shares of Company Common Stock were issued and outstanding and (ii) no shares of Company Common Stock were held in treasury by the Company. At the close of business on the date of the Agreement, 5,280,000 shares of Series A Convertible Preferred Stock were issued and outstanding, and 4,812,500 shares of Series B Convertible Preferred Stock were issued and outstanding. The Company Capital Stock is held of record and to the Company’s knowledge, beneficially by the Stockholders, Persons with domicile the addresses and in the amounts and represented by the certificates set forth in Section 2.2(a)(i) of the Disclosure Scheduleon Schedule 2.4(a). All outstanding shares of Company Capital Stock (i) have been duly authorized and all outstanding Subsidiary Equity Interests validly issued and are duly authorizedfully paid, validly issued, fully paid and non-assessable and not subject to preemptive rights or similar rights created by statute, the Charter Documents or the applicable governing documents Company’s certificate of any Subsidiary of the Companyincorporation, by-laws or any agreement or document to which the Company or any Subsidiary of the Company is a party or by which it is bound. No shares of the Company Capital Stock or Subsidiary Equity Interests are subject to any Lien suffered or permitted , and (ii) have been offered, sold, issued and delivered by the Company or any of the Company’s Subsidiariesin all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Other than as contemplated herein, the Company and its Subsidiaries have not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense which has not been paid or satisfied prior to the date hereof relating to or arising out of the issuance or repurchase of any Company Capital Stock or Subsidiary Equity Interests or options or warrants to purchase Company Capital Stock or Subsidiary Equity Interests, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). 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. Except as set forth in Section 2.2(a)(ii) of the Disclosure Schedule, there There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. There are Since January 1, 2019, there have been no dividends or distributions with respect to any shares of Company Capital Stock or otherwise to any officer or director of the Company. Except as set forth above, as of the date of this Agreement no shares of Company Unvested Capital Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. The Except as set forth on Schedule 2.4(a), there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Securityholders of the Company may vote. Except as set forth on Schedule 2.4(a), the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any Company Capital Stock or other securities of the Company (other than repurchases of stock from Employees and its Subsidiaries have consultants at cost pursuant to the terms of the Company Option Plan, as defined below), and there are no amounts owed or which may be owed to any person by the Company as a result of any repurchase, redemption or acquisition of any Company Capital Stock or other capital stock authorized securities of the Company. There is no claim or issued and outstandingbasis for such a claim to any portion of the Purchase Price except as provided in the Securityholder Allocation Spreadsheet by any current or former Securityholder, option holder or warrant holder of the Company, or any other Person.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 19,907,500 1,500,000,000 shares of Company Common Stock and 20,185,000 10,000,000 shares of Company Preferred Stockpreferred stock, of which 5,280,000 shares are designated “Series A Convertible Preferred Stock” and 4,812,500 shares are designated “Series B Convertible Preferred Stock.” par value $0.001 per share, ("COMPANY PREFERRED STOCK"). At the close of business on the date of this AgreementDecember 20, 2002, (i) 4,687,436 162,847,127 shares of Company Common Stock were issued and outstanding and outstanding, none of which shares are unvested or are subject to a repurchase option, risk of forfeiture or other condition providing that such shares may be forfeited or repurchased by the Company or otherwise vest upon any termination of stockholder's or grantee's employment, directorship or other relationship with the Company or any of its subsidiaries under the terms of any restricted stock purchase agreement or other agreement with the Company, (ii) no shares of Company Common Stock were held in treasury by the Company. At the close of business on the date Company in its treasury or by any direct or indirect subsidiary of the AgreementCompany, 5,280,000 and (iii) no shares of Series A Convertible Preferred Stock were issued and outstanding, and 4,812,500 shares of Series B Convertible Company Preferred Stock were issued and outstanding. The Company Capital Stock is held by the Stockholders, with domicile addresses and in the amounts set forth in Section 2.2(a)(i) of the Disclosure Schedule. All outstanding shares of Company Capital Common Stock and all outstanding Subsidiary Equity Interests are duly authorized, validly issued, fully paid and non-assessable nonassessable and are not subject to preemptive rights created by statuteunder the DGCL, the Charter Documents certificate of incorporation or the applicable governing documents bylaws of any Subsidiary of the Company, or any agreement to which the Company or any Subsidiary of agreement or document to which the Company is a party or by which it or its assets is bound. No As of December 20, 2002 (i) 20,276,299 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock under the Company Option Plans and any other agreement of the Company Capital Stock or Subsidiary Equity Interests are subject pursuant to any Lien suffered or permitted by the Company or any of the Company’s Subsidiaries. Other than as contemplated herein, the Company and its Subsidiaries have not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense which has not been paid or satisfied prior to the date hereof relating to or arising out of the issuance or repurchase of any Company Capital Stock or Subsidiary Equity Interests or options or warrants to purchase Company Capital Stock or Subsidiary Equity Interests, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). 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. Except as granted an option, each of which is set forth on Section 2.2 of the Company Disclosure Letter (collectively, the "NON-PLAN OPTION AGREEMENTS,") and (ii) 1,652,906 shares of Company Common Stock are reserved for future issuance under the ESPP (as defined in Section 2.2(a)(ii) 5.7(c)). Section 2.2 of the Company Disclosure Schedule, there are no declared or accrued but unpaid dividends Letter sets forth the following information with respect to any each Company Option outstanding as of the date of this Agreement, (i) the name of each person who held such Company Options, (ii) the particular Company Option Plan pursuant to which such Company Option was granted, (iii) the date on which such Company Option was granted or assumed, (iv) the exercise or base price of such Company Option, (v) the number of shares of Company Capital StockCommon Stock subject to such Company Option or value covered thereby, (vi) the number of shares of Company Common Stock as to which such Company Option had vested at such date, (vii) the applicable vesting schedule for such Company Option, and (viii) the date on which such Company Option expires. The Company has made available to Parent an accurate and complete copy of each of the Company Option Plans, the Non-Plan Option Agreements, the ESPP and the standard forms of stock option agreements evidencing Company Options granted under the Company Option Plans. There are no options outstanding to purchase shares of Company Unvested Capital Common Stock other than pursuant to the Company Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. All outstanding shares of Company Common Stock. The , all outstanding Company Options, and its Subsidiaries have no other all outstanding shares of capital stock authorized or of each subsidiary of Company have been issued and outstandinggranted in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable agreements or instruments.