Common use of Company Capital Structure Clause in Contracts

Company Capital Structure. (a) The authorized Company Capital Stock consists solely of (i) 625,914,013 shares of Company Common Stock, and (ii) 424,085,987 shares of Company Preferred Stock, 13,720,471 shares of which are designated as Company Series A Preferred Stock, 23,463,163 shares of which are designated as Company Series B Preferred Stock, 25,697,502 shares of which are designated as Company Series C Preferred Stock, 122,513,148 shares of which are designated as Company Series D Preferred Stock, 53,008,969 shares of which are designated as Company Series D-1 Preferred Stock, 22,786,036 shares of which are designated as Company Series D-2 Preferred Stock, 49,676,938 shares of which are designated as Company Series D-3 Preferred Stock, 30,719,760 shares of which are designated as Company Series D-4 Preferred stock, and 82,500,000 shares of which are designated as Company Series E Preferred Stock. A total of 50,556,675 shares of Company Common Stock, 13,720,471 shares of Company Series A Preferred Stock, 23,463,163 shares of Company Series B Preferred Stock, 25,697,502 shares of Company Series C Preferred Stock, 100,682,655 shares of Company Series D Preferred Stock, 29,922,692 shares of Company Series D-1 Preferred Stock, 22,786,036 shares of Company Series D-2 Preferred Stock, 49,676,938 shares of Company Series D-3 Preferred Stock, 27,959,760 shares of Company Series D-4 Preferred Stock, and 76,360,000 shares of Company Series E Preferred Stock are issued and outstanding as of the Agreement Date. 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 exercise of Company Options set forth on Schedule 3.5(b)-1 of the Company Disclosure Letter, and the Company Warrants set forth on Schedule 3.5(c) of the Company Disclosure Letter. The Company holds no treasury shares. Schedule 3.5(a) of the Company Disclosure Letter sets forth, as of the Agreement Date a true, correct and complete list of the Company Stockholders, and which further sets forth for each such Person: (i) the number and type of such shares of Company Capital Stock so owned by each such Company Stockholder, (ii) the applicable stock certificate number(s) representing such shares, (iii) the extent to which the shares are Company Restricted Stock, (iv) whether any of such shares are or were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and, to the Company’s Knowledge, whether such election under Section 83(b) of the Code was timely made, and (v) whether any of such shares were issued upon the “early exercise” of a Company Option that was granted so as to qualify as an “incentive stock option” as defined in Section 422 of the Code. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any Encumbrances, other than any restrictions pursuant to federal or state securities Laws outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Charter Documents or any Contract to which the Company is a party or by which the Company or any of its assets is bound. The Company has never declared or paid any dividends on any shares of Company Capital Stock. 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 Equity Interests or any other securities of the Company, whether currently outstanding or that may subsequently be issued. No Company Stockholder that is a limited partnership or a limited liability company has any limited partners or members who are employees of Parent. All issued and outstanding shares of Company Capital Stock and all Company Options and Company Warrants 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.

Company Capital Structure. (a) The As of the date hereof, the authorized capital stock of the Company Capital Stock consists solely of (i) 625,914,013 37,000,000 shares of Company Common Stock, $0.001 par value per share (the “Company Common Stock”) and (ii) 424,085,987 19,959,218 shares of Company Preferred Stock, 13,720,471 shares $0.001 par value per share, of which are (A) 4,347,825 shares have been designated as Company Series Seed Preferred Stock (the “Series Seed Preferred Stock”), (B) 6,123,727 shares have been designated as Series A Preferred Stock (the “Series A Preferred Stock”), 23,463,163 and (C) 9,487,666 shares of which are have been designated as Company Series B Preferred Stock (the “Series B Preferred Stock”). As of the date hereof, 25,697,502 shares of which are designated as Company Series C Preferred Stock, 122,513,148 shares of which are designated as Company Series D Preferred Stock, 53,008,969 shares of which are designated as Company Series D-1 Preferred Stock, 22,786,036 shares of which are designated as Company Series D-2 Preferred Stock, 49,676,938 shares of which are designated as Company Series D-3 Preferred Stock, 30,719,760 shares of which are designated as Company Series D-4 Preferred stock, and 82,500,000 shares of which are designated as Company Series E Preferred Stock. A total of 50,556,675 8,338,237 shares of Company Common StockStock are issued and outstanding, 13,720,471 4,347,825 shares of Company Series A Preferred Stock, 23,463,163 shares of Company Series B Preferred Stock, 25,697,502 shares of Company Series C Preferred Stock, 100,682,655 shares of Company Series D Preferred Stock, 29,922,692 shares of Company Series D-1 Preferred Stock, 22,786,036 shares of Company Series D-2 Preferred Stock, 49,676,938 shares of Company Series D-3 Preferred Stock, 27,959,760 shares of Company Series D-4 Preferred Stock, and 76,360,000 shares of Company Series E Seed Preferred Stock are issued and outstanding as outstanding, 6,123,727 shares of the Agreement Date. There Series A Preferred Stock are no other issued and outstanding outstanding; and 9,487,666 shares of Company Capital Series B Preferred Stock are issued and no commitments or Contracts to issue any shares of Company Capital Stock other than pursuant to the exercise of Company Options set forth on Schedule 3.5(b)-1 of the Company Disclosure Letter, and the Company Warrants set forth on Schedule 3.5(c) of the Company Disclosure Letter. The Company holds no treasury shares. Schedule 3.5(a) of the Company Disclosure Letter sets forth, as of the Agreement Date a true, correct and complete list of the Company Stockholders, and which further sets forth for each such Person: (i) the number and type of such shares of Company Capital Stock so owned by each such Company Stockholder, (ii) the applicable stock certificate number(s) representing such shares, (iii) the extent to which the shares are Company Restricted Stock, (iv) whether any of such shares are or were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and, to the Company’s Knowledge, whether such election under Section 83(b) of the Code was timely made, and (v) whether any of such shares were issued upon the “early exercise” of a Company Option that was granted so as to qualify as an “incentive stock option” as defined in Section 422 of the Codeoutstanding. Each share of Company Preferred Stock is convertible on a one-share for share-for-one-share basis into Company Common Stock. As of the date hereof, the Company Capital Stock is held by the Persons and in the amounts set forth in Section 2.5(a) of the Disclosure Schedule which further sets forth for each such Person the number of shares held of each series of Company Capital Stock, class and/or series of such shares and the number of the applicable stock certificate representing such shares. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any Encumbrances, other than any restrictions pursuant not subject to federal or state securities Laws outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Charter Documents Documents, or any Contract agreement to which the Company is a party or by which the Company or any of its assets is bound. The Company has never declared or paid any dividends on any shares of Company Capital Stock. 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 Equity Interests or any other securities of the Company, whether currently outstanding or that may subsequently be issued. No Company Stockholder that is a limited partnership or a limited liability company has any limited partners or members who are employees of Parent. All issued and outstanding shares of Company Capital Stock and all Company Options and Company Warrants 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 it is bound.

Company Capital Structure. (a) The authorized capital stock of the Company Capital Stock consists solely of 139,224,475 shares, consisting of: 90,000,000 shares of common stock, par value $0.001 per share (the “Company Common Stock”), of which 16,517,013 shares are issued and outstanding as of the Agreement Date; and 49,224,475 shares of preferred stock, par value $0.001 per share (the “Company Preferred Stock”). Of the authorized Company Preferred Stock: (i) 625,914,013 12,290,420 shares of Company Common Stock, and have been designated Series A Preferred Stock (ii) 424,085,987 shares of Company Preferred Stock, 13,720,471 shares of which are designated as Company the “Series A Preferred Stock”), 23,463,163 shares of which 12,290,420 shares are issued and outstanding as of the Agreement Date, (ii) 8,700,000 shares have been designated Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”), of which 3,200,000 shares are issued and outstanding as Company of the Agreement Date, (iii) 20,053,882 shares have been designated Series B Preferred Stock (the “Series B Preferred Stock”), 25,697,502 shares of which 19,976,138 shares are issued and outstanding as of the Agreement Date, and (iv) 8,180,173 shares have been designated as Company Series C Preferred Stock (the “Series C Preferred Stock”), 122,513,148 shares of which are designated as Company Series D Preferred Stock, 53,008,969 8,180,173 shares of which are designated as Company Series D-1 Preferred Stock, 22,786,036 shares of which are designated as Company Series D-2 Preferred Stock, 49,676,938 shares of which are designated as Company Series D-3 Preferred Stock, 30,719,760 shares of which are designated as Company Series D-4 Preferred stock, and 82,500,000 shares of which are designated as Company Series E Preferred Stock. A total of 50,556,675 shares of Company Common Stock, 13,720,471 shares of Company Series A Preferred Stock, 23,463,163 shares of Company Series B Preferred Stock, 25,697,502 shares of Company Series C Preferred Stock, 100,682,655 shares of Company Series D Preferred Stock, 29,922,692 shares of Company Series D-1 Preferred Stock, 22,786,036 shares of Company Series D-2 Preferred Stock, 49,676,938 shares of Company Series D-3 Preferred Stock, 27,959,760 shares of Company Series D-4 Preferred Stock, and 76,360,000 shares of Company Series E Preferred Stock are issued and outstanding as of the Agreement Date. There are no The Company does not have any other issued and outstanding shares of Company Capital Stock and no commitments preferred stock or Contracts to issue any other shares of Company Capital Stock capital stock or any other than pursuant to the exercise equity or ownership interests of Company Options set forth on Schedule 3.5(b)-1 of the Company Disclosure Letterany kind authorized, and the Company Warrants set forth on Schedule 3.5(c) of the Company Disclosure Letterdesignated, issued or outstanding. The Company holds no treasury shares. Schedule 3.5(a) of the Company Disclosure Letter sets forth, as As of the Agreement Date a trueDate, correct and complete list of the Company Stockholders, and which further sets forth for each such Person: (i) the number and type of such shares of Company Capital Stock so owned by each such Company Stockholder, (ii) the applicable stock certificate number(s) representing such shares, (iii) the extent to which the shares are Company Restricted Stock, (iv) whether any of such shares are or were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and, to the Company’s Knowledge, whether such election under Section 83(b) of the Code was timely made, and (v) whether any of such shares were issued upon the “early exercise” of a Company Option that was granted so as to qualify as an “incentive stock option” as defined in Section 422 of the Code. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock. All issued and outstanding shares of Company Capital Stock are held of record and beneficially by the Persons, with the addresses of record and in the amounts set forth on Schedule 2.6(a). Schedule 2.6(a) identifies all shares of Company Capital Stock that constitute Company Restricted Stock. The Company has delivered to Buyer complete copies of all restricted stock agreements, repurchase agreements and the like, including all amendments and Contracts related thereto, to which such Company Restricted Stock or holder thereof is subject. All outstanding shares of Company Capital Stock (i) have been duly authorizedauthorized and validly issued and are fully paid, validly issued, fully paid and non-assessable and are free of any Encumbrances, other than any restrictions pursuant not subject to federal or state securities Laws outstanding subscriptions, preemptive rights or “put” or “call” similar rights created by statute, the Charter Company’s Organizational Documents or any Contract to which the Company is a party 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 Contract or by other understanding to which the Company is a party, the Organizational Documents of the Company and all applicable Laws. All preferential rights of the Company Preferred Stock in connection with the sale of substantially all of the assets of the Company or any a merger involving the Company are set forth in the Company’s Organizational Documents. Each outstanding share of its assets Company Preferred Stock is boundconvertible into one share of Company Common Stock in accordance with the terms of the Company Certificate of Incorporation. The Company has never There are no declared or paid accrued but unpaid dividends with respect to any dividends on any shares of Company Capital Stock. 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 Equity Interests or any other securities of the Company, whether currently outstanding or that may subsequently be issued. No Company Stockholder that is a limited partnership or a limited liability company has any limited partners or members who are employees of Parent. All issued and outstanding shares of Company Capital Stock and all no Distributions have ever been made or declared and none have accrued. The Company Options and has delivered to Buyer each election under Section 83(b) of the Code it has in its possession with respect to each share of Company Warrants were issued in compliance with Law and all requirements set forth in the Charter Documents and any applicable Contracts to which the Company is Restricted Stock owned by a party or by which the Company or any of its assets is boundservice provider Stockholder.

Company Capital Structure. (a) The As of the date hereof, the authorized capital stock of the Company Capital Stock consists solely of (i) 625,914,013 40,265,971 shares of Company Common Stock, $0.00001 par value per share, of which (A) 39,691,471 shares have been designated as Voting Common Stock (“Voting Common Stock”) and (B) 574,500 shares have been designated as Nonvoting Common Stock (“Non-Voting Common Stock”) and (ii) 424,085,987 22,824,178 shares of Company Preferred Stock, 13,720,471 shares $0.00001 par value per share, of which are (A) 3,535,008 shares have been designated as Company Series Seed Preferred Stock (the “Series Seed Preferred Stock”), (B) 10,602,131 shares have been designated as Series A Preferred Stock (the “Series A Preferred Stock”), 23,463,163 (C) 8,112,539 shares have been designated as Series B‑1 Preferred Stock (the “Series B‑1 Preferred Stock”) and (D) 574,500 shares have been designated as Series B‑2 Preferred Stock (the “Series B‑2 Preferred Stock”). As of the date hereof, 8,830,703 shares of which Voting Common Stock are designated as Company Series B Preferred Stockissued and outstanding, 25,697,502 no shares of which Non-Voting Common Stock are designated as Company Series C Preferred Stockissued and outstanding, 122,513,148 3,535,008 shares of which are designated as Company Series D Preferred Stock, 53,008,969 shares of which are designated as Company Series D-1 Preferred Stock, 22,786,036 shares of which are designated as Company Series D-2 Preferred Stock, 49,676,938 shares of which are designated as Company Series D-3 Preferred Stock, 30,719,760 shares of which are designated as Company Series D-4 Preferred stock, and 82,500,000 shares of which are designated as Company Series E Preferred Stock. A total of 50,556,675 shares of Company Common Stock, 13,720,471 shares of Company Series A Preferred Stock, 23,463,163 shares of Company Series B Preferred Stock, 25,697,502 shares of Company Series C Preferred Stock, 100,682,655 shares of Company Series D Preferred Stock, 29,922,692 shares of Company Series D-1 Preferred Stock, 22,786,036 shares of Company Series D-2 Preferred Stock, 49,676,938 shares of Company Series D-3 Preferred Stock, 27,959,760 shares of Company Series D-4 Preferred Stock, and 76,360,000 shares of Company Series E Seed Preferred Stock are issued and outstanding as outstanding, 10,602,131 shares of the Agreement Date. There Series A Preferred Stock are no other issued and outstanding outstanding; 7,906,260 shares of Company Capital Series B‑1 Preferred Stock are issued and no commitments or Contracts to issue any outstanding, and 206,279 shares of Company Capital Series B‑2 Preferred Stock other than pursuant to the exercise of Company Options set forth on Schedule 3.5(b)-1 of the Company Disclosure Letter, are issued and the Company Warrants set forth on Schedule 3.5(c) of the Company Disclosure Letter. The Company holds no treasury shares. Schedule 3.5(a) of the Company Disclosure Letter sets forth, as of the Agreement Date a true, correct and complete list of the Company Stockholders, and which further sets forth for each such Person: (i) the number and type of such shares of Company Capital Stock so owned by each such Company Stockholder, (ii) the applicable stock certificate number(s) representing such shares, (iii) the extent to which the shares are Company Restricted Stock, (iv) whether any of such shares are or were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and, to the Company’s Knowledge, whether such election under Section 83(b) of the Code was timely made, and (v) whether any of such shares were issued upon the “early exercise” of a Company Option that was granted so as to qualify as an “incentive stock option” as defined in Section 422 of the Codeoutstanding. Each share of Company Preferred Stock is convertible on a one-share for share-for-one-share basis into Company Common Stock. As of the date hereof, the Company Capital Stock is held by the Persons and in the amounts set forth in Section 2.5(a) of the Disclosure Schedule which further sets forth for each such Person the number of shares held of each series of Company Capital Stock, class and/or series of such shares and the number of the applicable stock certificate representing such shares. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any Encumbrances, other than any restrictions pursuant not subject to federal or state securities Laws outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Charter Documents Documents, or any Contract agreement to which the Company is a party or by which the Company or any of its assets is bound. The Company has never declared or paid any dividends on any shares of Company Capital Stock. 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 Equity Interests or any other securities of the Company, whether currently outstanding or that may subsequently be issued. No Company Stockholder that is a limited partnership or a limited liability company has any limited partners or members who are employees of Parent. All issued and outstanding shares of Company Capital Stock and all Company Options and Company Warrants 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 it is bound.

Company Capital Structure. (a) The authorized capital stock of the Company Capital Stock consists solely of (i) 625,914,013 107,846,856 shares of Company Common Stock, Stock and (ii) 424,085,987 95,716,476 shares of Company Preferred Stock, 13,720,471 shares of which 4,808,936 shares are designated as Company “Series A A-1 Convertible Preferred Stock, 23,463,163 ,” 7,965,020 shares of which are designated as Company “Series B B-1 Convertible Preferred Stock, 25,697,502 ,” 9,842,219 shares of which are designated as Company “Series C C-1 Convertible Preferred Stock, 122,513,148 ,” 25,253,418 shares of which are designated as Company “Series D D-1 Convertible Preferred Stock, 53,008,969 ,” 4,808,936 shares of which are designated as Company “Series D-1 A-2 Convertible Preferred Stock, 22,786,036 ,” 7,942,283 shares of which are designated as Company “Series B-2 Convertible Preferred Stock,” 9,842,219 shares are designated “Series C-2 Convertible Preferred Stock,” and 25,253,418 shares are designated “Series D-2 Convertible Preferred Stock.” At the close of business on the date of this Agreement, 49,676,938 shares of which are designated as Company Series D-3 Preferred Stock, 30,719,760 shares of which are designated as Company Series D-4 Preferred stock, and 82,500,000 shares of which are designated as Company Series E Preferred Stock. A total of 50,556,675 (i) 1,688,509 shares of Company Common Stock, 13,720,471 Stock were issued and outstanding and (ii) no shares of Company Series A Preferred StockCommon Stock were held in treasury by the Company. At the close of business on the date of this Agreement, 23,463,163 925,361 shares of Company Series B A-1 Convertible Preferred StockStock were issued and outstanding, 25,697,502 209,835 shares of Company Series C B-1 Convertible Preferred StockStock were issued and outstanding, 100,682,655 no shares of Company Series D C-1 Convertible Preferred StockStock were issued and outstanding, 29,922,692 4,755,172 shares of Company Series D-1 Convertible Preferred StockStock were issued and outstanding, 22,786,036 3,883,575 shares of Company Series A-2 Convertible Preferred Stock were issued and outstanding, 7,732,448 shares of Series B-2 Convertible Preferred Stock were issued and outstanding, 9,842,219 shares of Series C-2 Convertible Preferred Stock were issued and outstanding, and 20,498,246 shares of Series D-2 Preferred Stock, 49,676,938 shares of Company Series D-3 Preferred Stock, 27,959,760 shares of Company Series D-4 Preferred Stock, and 76,360,000 shares of Company Series E Convertible Preferred Stock are were issued and outstanding as outstanding. The Company Capital Stock is held by the Stockholders in the amounts set forth in Section 2.2(a)(i) of the Agreement DateDisclosure Schedule. There are no other issued and 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 set forth on Schedule 3.5(b)-1 of the Company Disclosure Letter, and the Company Warrants set forth on Schedule 3.5(c) of the Company Disclosure Letter. The Company holds no treasury shares. Schedule 3.5(a) of the Company Disclosure Letter sets forth, as of the Agreement Date a true, correct and complete list of the Company Stockholders, and which further sets forth for each such Person: (i) the number and type of such shares of Company Capital Stock so owned by each such Company Stockholder, (ii) the applicable stock certificate number(s) representing such shares, (iii) the extent to which the shares are Company Restricted Stock, (iv) whether any of such shares are or were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and, to the Company’s Knowledge, whether such election under Section 83(b) of the Code was timely made, and (v) whether any of such shares were issued upon the “early exercise” of a Company Option that was granted so as to qualify as an “incentive stock option” as defined in Section 422 of the Code. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock. All issued and all outstanding shares of Company Capital Stock Subsidiary Equity Interests are duly authorized, validly issued, fully paid and non-non assessable and are free of any Encumbrances, other than any restrictions pursuant not subject to federal or state securities Laws outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Charter Documents or the applicable governing documents of any Contract 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 assets is boundSubsidiaries have not 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). The No Stockholder has exercised any right of redemption, if any, and the Company has never 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 paid any accrued but unpaid dividends on with respect to any shares of Company Capital Stock. 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 Equity Interests or any other securities of the Company, whether currently outstanding or that may subsequently be issued. No Company Stockholder that is a limited partnership or a limited liability company has any limited partners or members who are employees of Parent. All issued and outstanding shares of Company Capital Stock and all Company Options and Company Warrants 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.

Company Capital Structure. (a) The authorized Company Capital Stock consists solely of (i) 625,914,013 71,000,000 shares of authorized Company Common Stock, with a par value of $0.001 per share, and (ii) 424,085,987 52,271,751 shares of Company Preferred Stock, 13,720,471 shares with a par value of $0.001 per share, 236,842 of which shares are designated as Company Series A Preferred Stock, 23,463,163 shares 2,475,000 of which shares are designated as Company Series B Preferred Stock, 25,697,502 shares 4,212,475 of which shares are designated as Company Series C Preferred Stock, 122,513,148 shares 13,913,803 of which shares are designated as Company Series D Preferred Stock, 53,008,969 shares of which are designated as Company Series D-1 Preferred Stock, 22,786,036 shares 7,399,443 of which shares are designated as Company Series D-2 Preferred Stock, 49,676,938 shares 21,434,188 of which shares are designated as Company Series D-3 Preferred Stock, 30,719,760 shares of which are designated as Company Series D-4 Preferred stock, and 82,500,000 shares of which are designated as Company Series E Preferred Stock, and 2,600,000 of which shares are designated Series F Preferred Stock. A total of 50,556,675 7,649,612 shares of Company Common Stock, 13,720,471 236,842 shares of Company Series A Preferred Stock, 23,463,163 2,475,000 shares of Company Series B Preferred Stock, 25,697,502 3,908,794 shares of Company Series C Preferred Stock, 100,682,655 13,913,803 shares of Company Series D Preferred Stock, 29,922,692 shares of Company Series D-1 Preferred Stock, 22,786,036 7,399,443 shares of Company Series D-2 Preferred Stock, 49,676,938 21,367,520 shares of Company Series D-3 Preferred Stock, 27,959,760 shares of Company Series D-4 E Preferred Stock, and 76,360,000 1,515,775 shares of Company Series E F Preferred Stock are issued and outstanding as of the Agreement Date. 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 exercise of Company Options set forth on Schedule 3.5(b)-1 of the Company Disclosure Letter, and the Company Warrants set forth on Schedule 3.5(c) of the Company Disclosure Letter. The Company holds no treasury shares. Schedule 3.5(a) of the Company Disclosure Letter sets forth, as of the Agreement Date a true, correct and complete list of the Company Stockholders, and which further sets forth for each such Person: (i) the number and type of such shares of Company Capital Stock so owned by each such Company Stockholder, (ii) the applicable stock certificate number(s) representing such shares, (iii) the extent to which the shares are Company Restricted Stock, (iv) whether any of such shares are or were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and, to the Company’s Knowledge, whether such election under Section 83(b) of the Code was timely made, and (v) whether any of such shares were issued upon the “early exercise” of a Company Option that was granted so as to qualify as an “incentive stock option” as defined in Section 422 of the Codethis Agreement. Each share of Company Series A Preferred Stock, each share of Company Series B Preferred Stock, each share of Company Series C Preferred Stock, each share of Company Series D-1 Preferred Stock, each share of Company Series D-2 Preferred Stock, and each share of Company Series F Preferred Stock is convertible on a one-share for one-share basis into 1.0 shares of Company Common Stock. All issued and outstanding shares Each share of Company Capital Series E Preferred Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any Encumbrances, other than any restrictions pursuant to federal or state securities Laws outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Charter Documents or any Contract to which the Company is a party or by which the Company or any of its assets is bound. The Company has never declared or paid any dividends on any shares of Company Capital Stock. 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 Equity Interests or any other securities of the Company, whether currently outstanding or that may subsequently be issued. No Company Stockholder that is a limited partnership or a limited liability company has any limited partners or members who are employees of Parent. All issued and outstanding shares of Company Capital Stock and all Company Options and Company Warrants 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 boundconvertible into 1.

Company Capital Structure. (a) The authorized capital stock of the Company Capital Stock consists solely of (i) 625,914,013 51,000,000 shares of Company Common Stock, and (ii) 424,085,987 32,182,830 shares of Company Preferred StockPreferred. Of the authorized Company Preferred, 13,720,471 371,034 shares of which are have been designated as Company Series A Preferred Stock, 23,463,163 shares of which are designated as Company Series B Preferred Stock, 25,697,502 ; 2,277,189 shares of which are have been designated as Company Series C Preferred Stock, 122,513,148 ; 2,967,704 shares of which are have been designated as Company Series D Preferred Stock, 53,008,969 ; 275,043 shares of which are have been designated as Company Series D-1 Preferred Stock, 22,786,036 ; 5,627,109 shares of which are have been designated as Company Series D-2 Preferred Stock, 49,676,938 shares of which are designated as Company Series D-3 Preferred Stock, 30,719,760 shares of which are designated as Company Series D-4 Preferred stock, and 82,500,000 shares of which are designated as Company Series E Preferred Stock; 3,664,751 shares have been designated Series E-1 Preferred Stock; 16,500,000 shares have been designated Series F Preferred Stock; and 500,000 shares have been designated Series F-1 Preferred Stock. A total As of 50,556,675 the date of this Agreement, the Company has issued and outstanding 2,246,748 shares of Company Common Stock, 13,720,471 Common; 359,968 shares of Company Series A Preferred Stock, 23,463,163 B Preferred; 2,176,187 shares of Company Series B Preferred Stock, 25,697,502 C Preferred; 2,967,704 shares of Company Series C Preferred Stock, 100,682,655 D Preferred; no shares of Company Series D Preferred Stock, 29,922,692 D-1 Preferred; 5,408,568 shares of Company Series D-1 Preferred Stock, 22,786,036 E Preferred; 3,552,083 shares of Company Series D-2 Preferred Stock, 49,676,938 E-1 Preferred; 10,230,098 shares of Company Series D-3 Preferred Stock, 27,959,760 F Preferred; and 437,783 shares of Company Series D-4 Preferred Stock, and 76,360,000 shares of Company Series E Preferred Stock are issued and outstanding F-1 Preferred. Except as of the Agreement Date. 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 exercise of Company Options set forth on Schedule 3.5(b)-1 of the Company Disclosure Letter, and the Company Warrants set forth on Schedule 3.5(c3.2(a) of the Company Disclosure Letter. The Schedule, which sets forth the number of shares exercisable under each Company holds no treasury shares. Schedule 3.5(a) of the Company Disclosure Letter sets forth, as of the Agreement Date a true, correct and complete list of the Company StockholdersWarrant, and which further sets forth for each such Person: (i) the number and type acquisition date of such shares of Company Capital Stock so owned by each such Company Stockholder, (ii) Warrant and the applicable stock certificate number(s) representing such shares, (iii) the extent to which the shares are Company Restricted Stock, (iv) whether any of such shares are or were eligible for an election under Section 83(b) identity of the Code, including the date of issuance of such shares, and, to the Company’s Knowledge, whether such election under Section 83(b) of the Code was timely made, and (v) whether any of such shares were issued upon the “early exercise” of a Company Option that was granted so as to qualify as an “incentive stock option” as defined in Section 422 of the Code. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any Encumbrances, other than any restrictions pursuant to federal or state securities Laws outstanding subscriptions, preemptive rights or “put” or “call” rights created by statuteholder thereof, the Charter Documents Company has neither any Company Warrants outstanding nor any obligation or any Contract to which the issue any Company is a party or by which the Company or any of its assets is bound. The Company has never declared or paid any dividends on any shares of Company Capital Stock. 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 Equity Interests or any other securities of the Company, whether currently outstanding or that may subsequently be issued. No Company Stockholder that is a limited partnership or a limited liability company has any limited partners or members who are employees of Parent. All issued and outstanding shares of Company Capital Stock and all Company Options and Company Warrants 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 boundWarrant.

Company Capital Structure. (a) The authorized capital stock of the Company Capital Stock consists solely of (i) 625,914,013 50,000,000 shares of Company Common Stock, and (ii) 424,085,987 18,126,650 shares of Company Preferred StockPreferred, 13,720,471 shares of which are 3,055,000 shares have been designated as Company Series A Preferred Stock, 23,463,163 shares ; of which are 1,976,469 shares have been designated as Company Series B Preferred Stock, 25,697,502 shares ; of which are 2,055,760 shares have been designated as Company Series C Preferred Stock, 122,513,148 shares ; of which are 1,187,575 shares have been designated as Company Series D Preferred Stock, 53,008,969 shares ; of which are 2,051,846 shares have been designated as Company Series D-1 Preferred Stock, 22,786,036 shares of which are designated as Company Series D-2 Preferred Stock, 49,676,938 shares of which are designated as Company Series D-3 Preferred Stock, 30,719,760 shares of which are designated as Company Series D-4 Preferred stock, and 82,500,000 shares of which are designated as Company Series E Preferred Stock; and of which 7,800,000 shares have been designated Series F Preferred Stock. A total As of 50,556,675 the date of this Agreement, the Company has issued and outstanding 10,536,685 shares of Company Common StockCommon, 13,720,471 3,055,000 shares of Company Series A Preferred StockPreferred, 23,463,163 1,976,469 shares of Company Series B Preferred StockPreferred, 25,697,502 1,954,937 shares of Series C Preferred, 1,187,575 shares of Series D Preferred, 2,031,846 shares of Series E Preferred, and 7,751,937 shares of Series F Preferred. In addition, 71,666 shares of the Company Common are reserved for issuance upon the exercise of outstanding warrants to purchase Company Common; 100,823 shares of Series C Preferred Stock, 100,682,655 are reserved for issuance upon the exercise of outstanding warrants to purchase Series C Preferred; 20,000 shares of Company Series D Preferred Stock, 29,922,692 shares of Company Series D-1 Preferred Stock, 22,786,036 shares of Company Series D-2 Preferred Stock, 49,676,938 shares of Company Series D-3 Preferred Stock, 27,959,760 shares of Company Series D-4 Preferred Stock, and 76,360,000 shares of Company Series E Preferred Stock are issued reserved for issuance upon the exercise of outstanding warrants to purchase Series E Preferred; and 47,000 shares of Series F Preferred are reserved for issuance upon the exercise of outstanding as of warrants to purchase Series F Preferred (each individually, a "WARRANT" and collectively, the Agreement Date"WARRANTS"). There are no other issued and All outstanding shares of Company Capital Stock are, and no commitments or Contracts to issue any shares of Company Capital Stock other than pursuant to the issuable upon exercise of Company Options set forth on Schedule 3.5(b)-1 of the Company Disclosure Letterany outstanding options, and the Company Warrants set forth on Schedule 3.5(c) of the Company Disclosure Letter. The Company holds no treasury shares. Schedule 3.5(a) of the Company Disclosure Letter sets forthwarrants, as of the Agreement Date a trueconversion rights, correct and complete list of the Company Stockholdersor other rights, and which further sets forth for each such Person: (i) the number and type of such shares of Company Capital Stock so owned by each such Company Stockholderwill be, (ii) the applicable stock certificate number(s) representing such shares, (iii) the extent to which the shares are Company Restricted Stock, (iv) whether any of such shares are or were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and, to the Company’s Knowledge, whether such election under Section 83(b) of the Code was timely made, and (v) whether any of such shares were issued upon the “early exercise” of a Company Option that was granted so as to qualify as an “incentive stock option” as defined in Section 422 of the Code. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid paid, and non-assessable and are free of not subject to any Encumbrances, other than any restrictions pursuant to federal or state securities Laws outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Charter Documents Restated Certificate, or any Contract agreement to which the Company is a party or by which the Company or any of its assets is bound. The All outstanding Company has never declared or paid any dividends on any Capital Stock and all other outstanding securities of the Company have been issued in compliance with all applicable federal and state securities laws. Each outstanding share of Company Preferred is currently convertible into the number of shares of Company Capital StockCommon set forth in Schedule 2.2. There is no Liability for dividends accrued Schedule 2.2(a) sets forth a complete and unpaid by the Company. The Company is not under any obligation to register under the Securities Act or any other Law any shares accurate list of Company Capital Stock, any Equity Interests or any other securities of the Company, whether currently outstanding or that may subsequently be issued. No Company Stockholder that is a limited partnership or a limited liability company has any limited partners or members who are employees of Parent. All all issued and outstanding shares of Company Capital Stock and each outstanding Warrant, identifying the name and last known address of the registered holder thereof and the acquisition date. Of the outstanding shares of Company Common, 3,408,765 shares constitute Company Restricted Stock that are subject to a right of repurchase or other risk of forfeiture. Schedule 2.2(a) separately identifies all outstanding Company Options Common that is Company Restricted Stock, describes the applicable vesting terms, specifies the number of shares vested as of the date of this Agreement, and Company Warrants were issued in compliance with Law and all requirements set forth in indicates the Charter Documents and any applicable Contracts extent, if any, to which the Company is a party repurchase option or similar vesting term will be accelerated by which the Company or any of its assets is boundtransactions contemplated by this Agreement.

Company Capital Structure. (a) The authorized Company Capital Stock consists solely of (i) 625,914,013 38,500,000 shares of Company Common Stock, of which 3,736,485 shares of Company Common Stock are issued and (ii) 424,085,987 outstanding as of the date hereof, and 18,998,389 shares of Company Preferred Stock, 13,720,471 of which (i) 11,363,661 shares of which Company Preferred Stock are designated as Company Series A A-1 Preferred Stock, 23,463,163 shares of which are designated as Company Series B Preferred Stock, 25,697,502 shares of which are designated as Company Series C Preferred Stock, 122,513,148 shares of which are designated as Company Series D Preferred Stock, 53,008,969 shares of which are designated as Company Series D-1 Preferred Stock, 22,786,036 shares of which are designated as Company Series D-2 Preferred Stock, 49,676,938 shares of which are designated as Company Series D-3 Preferred Stock, 30,719,760 shares of which are designated as Company Series D-4 Preferred stock, and 82,500,000 shares of which are designated as Company Series E Preferred Stock. A total of 50,556,675 shares of Company Common Stock, 13,720,471 11,363,661 shares of Company Series A Preferred Stock, 23,463,163 shares of Company Series B Preferred Stock, 25,697,502 shares of Company Series C Preferred Stock, 100,682,655 shares of Company Series D Preferred Stock, 29,922,692 shares of Company Series D-1 Preferred Stock, 22,786,036 shares of Company Series D-2 Preferred Stock, 49,676,938 shares of Company Series D-3 Preferred Stock, 27,959,760 shares of Company Series D-4 Preferred Stock, and 76,360,000 shares of Company Series E A-1 Preferred Stock are issued and outstanding as of the Agreement Date. There date hereof, (ii) 512,901 shares of Company Preferred Stock are no other designated as Company Series A-2.1 Preferred Stock, of which 512,901 shares of Company Series A-2.1 Preferred Stock are issued and outstanding as of the date hereof, (iii) 1 share of Company Preferred Stock is designated as Company Series A-2.2 Preferred Stock, and 1 share of Company Series A-2.2 Preferred Stock is issued and outstanding as of the date hereof, (iv) 27,557 shares of Company Capital Preferred Stock and no commitments or Contracts to issue any are designated as Company Series A-3 Preferred Stock, of which 27,557 shares of Company Capital Series A-3 Preferred Stock other than pursuant to are issued and outstanding as of the exercise date hereof, (v) 21,275 shares of Company Options set forth on Schedule 3.5(b)-1 Preferred Stock are designated as Company Series A-4 Preferred Stock, of which 21,275 shares of Company Series A-4 Preferred Stock are issued and outstanding as of the date hereof, (vi) 99 shares of Company Preferred Stock are designated as Company Series A-5 Preferred Stock, of which 99 shares of Company Series A-5 Preferred Stock are issued and outstanding as of the date hereof, (vii) 479,436 shares of Company Preferred Stock are designated as Company Series A-6 Preferred Stock, of which 444,944 shares of Company Series A-6 Preferred Stock are issued and outstanding as of the date hereof, (viii) 5,121,952 shares of Company Preferred Stock are designated as Company Series B-1 Preferred Stock, of which 5,121,952 shares of Company Series B-1 Preferred Stock are issued and outstanding as of the date hereof, and (ix) 1,471,507 shares of Company Preferred Stock are designated as Company Series C-1 Preferred Stock, of which 1,459,586 shares of Company Series C-1 Preferred Stock are issued and outstanding as of the date hereof. As of the date hereof, the capitalization of the Company Disclosure Letter, and the Company Warrants is as set forth on Schedule 3.5(cin Section 3.2(a) of the Company Disclosure LetterSchedule. The Company holds no treasury shares. Schedule 3.5(aCapital Stock is held by the persons with the domicile addresses and in the amounts set forth in Section 3.2(a) of the Company Disclosure Letter sets forth, as of the Agreement Date a true, correct and complete list of the Company Stockholders, and Schedule which further sets forth for each such Person: (i) person the number and type of shares held, class and/or series of such shares and the number of Company Capital Stock so owned by each such Company Stockholder, (ii) the applicable stock certificate number(s) certificates representing such shares, (iii) the extent to which the shares are Company Restricted Stock, (iv) whether any of such shares are or were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and, to the Company’s Knowledge, whether such election under Section 83(b) of the Code was timely made, and (v) whether any of such shares were issued upon the “early exercise” of a Company Option that was granted so as to qualify as an “incentive stock option” as defined in Section 422 of the Code. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any Encumbrances, other than any restrictions pursuant not subject to federal or state securities Laws outstanding subscriptions, preemptive rights or “put” or “call” rights created by statuteLaw, the Charter Documents Documents, or any Contract agreement to which the Company is a party or by which the Company or any of its assets is bound. The Company has never declared or paid any dividends on any shares of Company Capital Stock. 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 Equity Interests or any other securities of the Company, whether currently outstanding or that may subsequently be issued. No Company Stockholder that is a limited partnership or a limited liability company has any limited partners or members who are employees of Parent. All issued and outstanding shares of Company Capital Stock and all Company Options and Company Warrants 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 it is bound.

Company Capital Structure. (a) The authorized capital stock of the Company Capital Stock consists solely of (i) 625,914,013 100,000,000 shares of Company Common Stock, and (ii) 424,085,987 shares of Company Preferred Stock, 13,720,471 shares of which are designated as Company Series A Preferred Stock, 23,463,163 7,249,020 shares of which are designated as Company Series B Preferred Stock, 25,697,502 shares of which are designated as Company Series C Preferred Stock, 122,513,148 shares of which are designated as Company Series D Preferred Stock, 53,008,969 shares of which are designated as Company Series D-1 Preferred Stock, 22,786,036 shares of which are designated as Company Series D-2 Preferred Stock, 49,676,938 shares of which are designated as Company Series D-3 Preferred Stock, 30,719,760 shares of which are designated as Company Series D-4 Preferred stock, and 82,500,000 shares of which are designated as Company Series E Preferred Stock. A total of 50,556,675 shares of Company Common Stock, 13,720,471 shares of Company Series A Preferred Stock, 23,463,163 shares of Company Series B Preferred Stock, 25,697,502 shares of Company Series C Preferred Stock, 100,682,655 shares of Company Series D Preferred Stock, 29,922,692 shares of Company Series D-1 Preferred Stock, 22,786,036 shares of Company Series D-2 Preferred Stock, 49,676,938 shares of Company Series D-3 Preferred Stock, 27,959,760 shares of Company Series D-4 Preferred Stock, and 76,360,000 shares of Company Series E Preferred Stock are issued and outstanding as of the Agreement Date. There date hereof, and 87,276,219 shares of Preferred, of which 3,000,000 shares have been designated Series A Preferred Stock, 4,946,000 shares have been designated Series B Preferred Stock, 9,139,485 shares have been designated Series C Preferred Stock, 7,838,085 shares have been designated Series D Preferred Stock, 14,417,093 shares have been designated Series E Preferred Stock, 35,000,000 shares have been designated Series F Preferred Stock, 1,000,000 shares have been designated Series G Preferred Stock, 8,428,935 shares have been designated Series H Preferred Stock, 6,621 shares have been designated Series H-1 Preferred Stock, and 3,500,000 shares have been designated Series I Preferred Stock, of which 3,000,000, 4,946,000, 9,139,485, 7,838,085, 12,700,370, 34,681,280, 935,616, 5,845,938, no and 2,449,407 shares are no other issued and outstanding shares as of the date hereof, respectively. The Company Capital Common Stock and no commitments or Contracts to issue any shares of Company Capital Stock other than pursuant to Preferred is held by the exercise of Company Options persons and in the amounts set forth on Schedule 3.5(b)-1 of the Company Disclosure Letter, and the Company Warrants set forth on Schedule 3.5(cin Section ------- 2.2(a) of the Company Disclosure Letter. The Company holds no treasury shares. Schedule 3.5(a) of the Company Disclosure Letter sets forth, as of the Agreement Date a true, correct and complete list of the Company Stockholders, and which further sets forth for each such Person: (i) the number and type of such shares of Company Capital Stock so owned by each such Company Stockholder, (ii) the applicable stock certificate number(s) representing such shares, (iii) the extent to which the shares are Company Restricted Stock, (iv) whether any of such shares are or were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and, to the Company’s Knowledge, whether such election under Section 83(b) of the Code was timely made, and (v) whether any of such shares were issued upon the “early exercise” of a Company Option that was granted so as to qualify as an “incentive stock option” as defined in Section 422 of the Code. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common StockSchedule. All issued and outstanding shares of Company Capital ------ Common Stock and Preferred are duly authorized, validly issued, fully paid and non-assessable and are free of any Encumbrances, other than any restrictions pursuant not subject to federal or state securities Laws outstanding subscriptions, preemptive rights or “put” or “call” rights created by statute, the Charter Documents articles of incorporation or bylaws of the Company, and were issued free of any Contract similar rights under any agreement to which the Company is a party or by which the Company or any of its assets it is bound, and have been issued in compliance with federal and state securities laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock or Preferred. The Company has never declared no other capital stock authorized, issued or paid any dividends on any shares of Company Capital Stock. 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 Equity Interests or any other securities of the Company, whether currently outstanding or that may subsequently be issued. No Company Stockholder that is a limited partnership or a limited liability company has any limited partners or members who are employees of Parent. All issued and outstanding shares of Company Capital Stock and all Company Options and Company Warrants 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 boundoutstanding.