Common use of Company Capital Structure Clause in Contracts

Company Capital Structure. (a) Except for any increase in authorized capital stock of Company and Company Common Stock for the Company RSUs pursuant to the obligation to grant the Company RSUs under this Agreement, the authorized capital stock of Company consists of 62,000,000 shares of Company Common Stock and 38,125,700 shares of Company Preferred Stock. As of (i) the date hereof and (ii) as of the date of the Closing (subject to the exercise of stock options and warrants into shares of Company Common Stock), (i) 12,951,362 shares of Company Common Stock are issued and outstanding, (ii) no shares of Company Common Stock are held by Company in its treasury, (iii) 4,354,220 shares of Series Seed Preferred Stock are issued and outstanding, (iv) 14,145,190 shares of Series A Preferred Stock are issued and outstanding, (v) 8,375,210 shares of Series B Preferred Stock are issued and outstanding, (vi) 4,393,732 shares of Series C Preferred Stock are issued and outstanding (vii) 6,857,348 shares of Series D Preferred Stock are issued and outstanding and (viii) a sufficient number of shares of Company Common Stock are reserved for issuance upon conversion of all outstanding preferred stock. As of the date of this Agreement, the holders of record of all outstanding Company Capital Stock is as set forth in Section 2.2(a)(1) of the Disclosure Schedule. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which Company is a party or by which it is bound. All outstanding shares of Company Capital Stock, Company Options and Company Warrants have been issued by Company in compliance with all Laws, including federal and state securities laws. Company has not, and will not, as of the Closing, have suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Capital Stock or Company Options or Company Warrants, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Company has no capital stock authorized, issued or outstanding, other than as set forth above as of the date hereof. Section 2.2(a)(2) of the Disclosure Schedule sets forth, as of the date of this Agreement, for all holders of Company Unvested Common Stock, if any, the name of the holder of record of such Company Unvested Common Stock, the repurchase price of such Company Unvested Common Stock, and the vesting schedule for such Company Unvested Common Stock, including the extent vested to date and whether the vesting of such Company Unvested Common Stock will be accelerated by the transaction contemplated by this Agreement.

Company Capital Structure. (a) Except for any increase in The authorized capital stock of Company and Company Common Stock for the Company RSUs pursuant to the obligation to grant the Company RSUs under this Agreement, the authorized capital stock of Company consists of 62,000,000 50,000,000 shares of Company authorized Common Stock Stock, of which 2,839,698 shares are issued and 38,125,700 outstanding and 25,000,000 shares of Company authorized Preferred Stock (the "Preferred Stock"). As The authorized Preferred Stock consists of 1,900,000 shares of authorized Series A Preferred, 1,377,360 of which shares are issued and outstanding, 5,600,000 shares of authorized Series B Preferred, 5,085,400 of which shares are issued and outstanding, 5,320,000 shares of authorized Series C Preferred, 4,879,331 of which shares are issued and outstanding, 3,333,334 shares of authorized Series D Preferred, 1,643,334 of which shares are issued and outstanding and 7,469,305 of which are undesignated and are not issued or outstanding. The Company Capital Stock, including all shares subject to the Company's right of repurchase, is held of record by the persons, with the addresses of record and in the amounts set forth on Schedule 2.3(a) of the --------------- Company Schedules. Schedule 2.3(a) of the Company Schedules also indicates for --------------- each Company shareholder (i) the date hereof share certificate numbers held by such person and (ii) whether any shares of Company Capital Stock held by such shareholder are subject to a repurchase right in favor of the Company, the lapsing schedule for any such restricted shares, including the extent to which any such repurchase right has lapsed as of the date of this Agreement and whether (and to what extent) the Closing (subject to lapsing will be accelerated by the exercise of stock options and warrants into shares of Company Common Stock), (i) 12,951,362 shares of Company Common Stock are issued and outstanding, (ii) no shares of Company Common Stock are held transactions contemplated by Company in its treasury, (iii) 4,354,220 shares of Series Seed Preferred Stock are issued and outstanding, (iv) 14,145,190 shares of Series A Preferred Stock are issued and outstanding, (v) 8,375,210 shares of Series B Preferred Stock are issued and outstanding, (vi) 4,393,732 shares of Series C Preferred Stock are issued and outstanding (vii) 6,857,348 shares of Series D Preferred Stock are issued and outstanding and (viii) a sufficient number of shares of Company Common Stock are reserved for issuance upon conversion of all outstanding preferred stock. As of the date of this Agreement, the holders of record of all outstanding Company Capital Stock is as set forth in Section 2.2(a)(1) of the Disclosure Schedule. All outstanding shares of Company Capital Stock 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 Bylaws of the Company or any agreement to which the Company is a party or by which it is bound. All preferential rights of the Preferred Stock in connection with the sale of substantially all of the assets of the Company or a merger involving the Company are set forth in the Articles of Incorporation of the Company. Except as set forth in Schedule 2.3(a) of the Company Schedules, all issued and outstanding shares of Company Capital Stock, Company Options and Company Warrants Stock have been issued offered, sold and delivered by the Company in compliance with all Laws, including applicable federal and state securities laws. Company has not, and will not, as of the Closing, have suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Capital Stock or Company Options or Company Warrants, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Company has no capital stock authorized, issued or outstanding, other than as set forth above as of the date hereof. Section 2.2(a)(2) of the Disclosure Schedule sets forth, as of the date of this Agreement, for all holders of Company Unvested Common Stock, if any, the name of the holder of record of such Company Unvested Common Stock, the repurchase price of such Company Unvested Common Stock, and the vesting schedule for such Company Unvested Common Stock, including the extent vested to date and whether the vesting of such Company Unvested Common Stock will be accelerated by the transaction contemplated by this Agreement.

Company Capital Structure. (a) Except for any increase in The authorized capital stock of Company and Company Common Stock for the Company RSUs pursuant to the obligation to grant the Company RSUs under this Agreement, the authorized capital stock of Company consists of 62,000,000 46,414,210 shares, consisting of: 29,500,000 shares of common stock, par value $.0001 per share (the “Company Common Stock Stock”), of which 4,326,383 shares are issued and 38,125,700 shares of Company Preferred Stock. As of (i) the date hereof and (ii) outstanding as of the date of the Closing (subject to the exercise of stock options hereof; and warrants into 16,914,210 shares of preferred stock, par value $.0001 per share (the “Company Common Preferred Stock”), . Of the authorized Company Preferred Stock: (i) 12,951,362 6,292,264 shares of Company Common Stock are issued and outstanding, (ii) no shares of Company Common Stock are held by Company in its treasury, (iii) 4,354,220 shares of Series Seed Preferred Stock are issued and outstanding, (iv) 14,145,190 shares of have been designated Series A Preferred Stock are issued and outstandingStock, (v) 8,375,210 all of which shares of Series B Preferred Stock are issued and outstanding, (vi) 4,393,732 shares of Series C Preferred Stock are issued and outstanding as of the date hereof; (viiii) 6,857,348 6,371,946 shares have been designated Series B Preferred Stock, all of Series D Preferred Stock which shares are issued and outstanding as of the date hereof; and (viiiiii) a sufficient number 4,250,000 shares have been designated Series C Preferred Stock, of which 3,447,019 shares are issued and outstanding as of the date hereof. The Company does not have any other shares of Company Common Stock are reserved for issuance upon conversion of all outstanding preferred stockcapital stock authorized, issued or outstanding. As of the date of this Agreementhereof, the holders outstanding shares of record of all outstanding Company Capital Stock is as are held of record and, to the knowledge of the Company, beneficially by the Persons, with the addresses of record and in the amounts set forth in Section 2.2(a)(1) of the Disclosure Scheduleon Schedule 3.3(a). All outstanding shares of Company Capital Stock (i) are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, Company Certificate of Incorporation or By-laws of the Company or any agreement to which the Company is a party or by which it is bound. All outstanding shares of Company Capital Stock, Company Options and Company Warrants (ii) have been issued offered, sold and delivered by the Company in compliance in all material respects with all applicable Laws, including federal and state securities laws. Company has not, and will not, as All preferential rights of the Closing, have suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out Company Preferred Stock in connection with the sale of substantially all of the issuance assets of the Company or repurchase a merger involving the Company are set forth in the Company Certificate of any Incorporation. Each outstanding share of Company Capital Preferred Stock or is convertible into one share of Company Options or Company Warrants, or out of any agreements or arrangements relating thereto (including any amendment of Common Stock in accordance with the terms of any such agreement or arrangement)the Company Certificate of Incorporation. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Company has no capital stock authorized, issued or outstanding, other than as set forth above as of the date hereof. Section 2.2(a)(2) of the Disclosure Schedule sets forth, as of the date of this Agreement, for all holders of Company Unvested Common Stock, if any, the name of the holder of record of such Company Unvested Common Stock, the repurchase price of such Company Unvested Common Stock, and the vesting schedule for such Company Unvested Common Stock, including the extent vested to date and whether the vesting of such Company Unvested Common Stock will be accelerated by the transaction contemplated by this Agreement.

Company Capital Structure. (a) Except for any increase in The authorized capital stock of Company and Company Common Stock for the Company RSUs pursuant to the obligation to grant the Company RSUs under this Agreement, the authorized capital stock of Company consists of 62,000,000 333,610,201 shares, consisting of 250,000,000 shares of Company Common Stock and 38,125,700 Stock, 60,755,161 shares of Company which are issued and outstanding, and 83,610,201 shares of Preferred Stock. As of (i) the date hereof and (ii) as of the date of the Closing (subject to the exercise of stock options and warrants into shares of Company Common Stock), (i) 12,951,362 37,408,837 shares of Company Common Stock which are designated Series A-1 Preferred Stock, 24,874,830 shares of which are issued and outstanding, (ii) no 20,601,163 shares of Company Common Stock which are held by Company in its treasurydesignated Series A-2 Preferred Stock, (iii) 4,354,220 8,101,163 shares of Series Seed Preferred Stock are issued and outstanding, (iv) 14,145,190 shares of Series A Preferred Stock are issued and outstanding, (v) 8,375,210 shares of Series B Preferred Stock are issued and outstanding, (vi) 4,393,732 shares of Series C Preferred Stock are issued and outstanding (vii) 6,857,348 shares of Series D Preferred Stock which are issued and outstanding and (viiiiii) a sufficient 25,600,201 shares of which are designated Series A-3 Preferred Stock, none of which are issued and outstanding. As of the date hereof, each share of Series A-1 Preferred Stock is convertible into one share of Company Common Stock; each share of Series A-2 Preferred Stock is convertible into one share of Company Common Stock; and each share of Series A-3 Preferred Stock is convertible into one share of Company Common Stock. All outstanding shares of Company Capital Stock are held as of the date of this Agreement by the persons with the domicile addresses and in the classes and amounts set forth in Section 2.2(a) of the Company Disclosure Schedule. The Company has no other capital stock authorized, issued or outstanding. The Company shall notify Buyer in writing promptly upon becoming aware of any changes arising after the date hereof in the identity of the holders of Company Capital Stock, the number and class or series of shares of Company Capital Stock held by any such holder, and the number of shares of Company Common Stock are reserved for issuance upon conversion of all outstanding preferred stock. As of into which the date of this Agreement, the holders of record of all outstanding Company Capital Preferred Stock is as set forth in Section 2.2(a)(1) of the Disclosure Scheduleconvertible. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and and, except as set forth in Section 2.2(a) of the Company Disclosure Schedule, are not subject to preemptive rights created by statute, the Charter Company Organizational Documents, or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with applicable federal, state and foreign securities laws. All outstanding The Company has not repurchased any shares of Company Capital Stock, Company Options and Company Warrants have been issued by Company Stock except in compliance with all Lawsapplicable federal, state, foreign, or local statues, laws, rules, or regulations, including federal federal, state and state foreign securities laws. The Company has not, is not subject to any obligation and will not, as of the Closing, have suffered not suffer or incurred incur any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense Loss relating to or arising out of the issuance or repurchase of any shares of Company Capital Stock or Company Options or Company WarrantsOptions, or out of any agreements or arrangements relating thereto (including any amendment thereto. Except as set forth in Section 2.2(a) of the terms of any such agreement or arrangement). There Company Disclosure Schedule, there are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Company has no capital stock authorized, issued or outstanding, other than Except as set forth above as of the date hereof. in Section 2.2(a)(22.2(a) of the Company Disclosure Schedule sets forth, or as of contemplated by the date terms of this Agreement, for all holders of no vesting provisions applicable to any Company Unvested Common StockOptions, if any, the name or to any other rights to purchase Company Capital Stock will accelerate as a result of the holder of record of such Company Unvested Common Stock, the repurchase price of such Company Unvested Common Stock, and the vesting schedule for such Company Unvested Common Stock, including the extent vested to date and whether the vesting of such Company Unvested Common Stock will be accelerated by the transaction transactions contemplated by this Agreement. The Consideration Schedule to be delivered by the Company to Buyer shall be true, complete and accurate in all respects.

Company Capital Structure. (a) Except for any increase in authorized capital stock As of Company and Company Common Stock for the Company RSUs pursuant to the obligation to grant the Company RSUs under this AgreementAgreement Date, the authorized capital stock of the Company consists of 62,000,000 shares of Company Common Stock and 38,125,700 shares of Company Preferred Stock. As of (i) the date hereof and (ii) as of the date of the Closing (subject to the exercise of stock options and warrants into 14,760,188 shares of Company Common Stock), (i) 12,951,362 $0.001 par value, of which 9,295,025 shares of Company Common Stock are issued and outstanding, (ii) no shares of Company Common Stock are held by Company in its treasury, (iii) 4,354,220 shares of Series Seed Preferred Stock are issued and outstanding, (iv) 14,145,190 shares of Series A Preferred Stock are issued and outstanding, (v) 8,375,210 shares of Series B Preferred Stock are issued and outstanding, (vi) 4,393,732 shares of Series C Preferred Stock are issued and outstanding (vii) 6,857,348 shares of Series D Preferred Stock are issued and outstanding and (viiiii) a sufficient number of 3,100,346 shares of Company Preferred Stock, $0.001 par value, (A) 1,194,958 shares of which are designated Series Seed Preferred Stock and all of which are issued and outstanding and (B) 1,125,388 shares of which are designed as Series Seed-2 Preferred Stock and all of which are issued and outstanding. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock Stock, and there are reserved for issuance upon conversion no other issued and outstanding shares of all outstanding preferred stock. As of the date of this Agreement, the holders of record of all outstanding Company Capital Stock is and 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 and the Company Warrant that are, in each case, outstanding as set forth in of the Agreement Date. The Company holds no treasury shares. Section 2.2(a)(12.2(a) of the Disclosure ScheduleSchedule sets forth, as of the Agreement Date, a correct and complete list of (i) the Company Stockholders and the number and type of such shares so owned by each such Company Stockholder and any beneficial holders thereof and (ii) the Company Warrantholder and the number and type of shares subject to such Company Warrantholder’s Company Warrant. All issued and outstanding shares of Company Capital Stock 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, Documents or any agreement Contract to which the Company is a party or by which it the Company or any of its assets is bound. All outstanding shares of Company Capital Stock, Company Options and Company Warrants have been issued by Company in compliance with all Laws, including federal and state securities laws. The Company has not, and will not, as of the Closing, have suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Capital Stock or Company Options or Company Warrants, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). There are no never declared or accrued but unpaid paid any dividends with respect to on any shares of Company Capital Stock. There is no Liability for dividends accrued and unpaid by the Company. The Company has no capital stock authorizedis not under any obligation to register under the Securities Act or any other Law any shares of Company Capital Stock, any Company Securities or any other securities of the Company, whether currently outstanding or that may subsequently be issued. All issued and outstanding shares of Company Capital Stock and all Company Options were, in all material respects, issued or outstanding, other than as in compliance with Law and all requirements set forth above as 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. No shares of Company Capital Stock are subject to vesting, reverse vesting, forfeiture, a right of repurchase or to a “substantial risk of forfeiture” within the meaning of Section 83 of the date hereofCode, except for the shares of Company Common Stock set forth on Section 2.2(b)-1 (such shares set forth, or required to be set forth, on Section 2.2(b)-1 of the Disclosure Schedule, the “Restricted Shares”). Each Contract pursuant to which any Restricted Shares are subject to vesting or a right of repurchase or a substantial risk of forfeiture is set forth on Section 2.2(a)(22.2(b)-1. To the Knowledge of the Company, duly and properly completed elections under Section 83(b) of the Disclosure Schedule sets forth, as Code were timely and properly filed with the IRS with respect to all of the date of this Agreement, for all holders Restricted Shares and any other shares of Company Unvested Common Capital Stock, if any, that at any time were subject to a “substantial risk of forfeiture” within the name meaning of Section 83 of the holder of record of such Company Unvested Common Stock, the repurchase price of such Company Unvested Common Stock, and the vesting schedule for such Company Unvested Common Stock, including the extent vested to date and whether the vesting of such Company Unvested Common Stock will be accelerated by the transaction contemplated by this AgreementCode.

Company Capital Structure. (a) Except for any increase in The authorized capital stock of the Company and consists of: 30,000,000 shares of Common Stock, par value $0.001 per share (the “Company Common Stock for the Company RSUs pursuant to the obligation to grant the Company RSUs under this AgreementStock”), the authorized capital stock of Company consists of 62,000,000 shares of Company Common Stock and 38,125,700 shares of Company Preferred Stock. As of (i) the date hereof and (ii) which, as of the date of the Closing (subject to the exercise of stock options and warrants into hereof, 6,227,438 shares of Company Common Stock), (i) 12,951,362 shares of Company Common Stock are issued and outstanding, (ii) no ; and 15,548,000 shares of Preferred Stock, par value $0.001 per share (the “Company Common Stock are held by Preferred Stock”). Of the authorized Company in its treasury, (iii) 4,354,220 Preferred Stock: 11,818,000 shares of have been designated Series Seed 1 Preferred Stock (the “Series 1 Preferred Stock”), of which, as of the date hereof, 11,818,000 shares are issued and outstanding, (iv) 14,145,190 ; and 3,730,000 shares of have been designated Series A 2 Preferred Stock (the “Series 2 Preferred Stock”), of which, as of the date hereof, 3,542,645 shares are issued and outstanding, (v) 8,375,210 shares of Series B Preferred Stock are issued and outstanding, (vi) 4,393,732 shares of Series C Preferred Stock are issued and outstanding (vii) 6,857,348 shares of Series D Preferred Stock are issued and outstanding and (viii) a sufficient number of shares of Company Common Stock are reserved for issuance upon conversion of all outstanding preferred stock. As of the date hereof, no other shares of this AgreementCompany Preferred Stock are issued or outstanding. The outstanding shares of Company Capital Stock, including all shares subject to the holders Company’s right of repurchase, are held of record and, to the knowledge of all outstanding Company Capital Stock is as the Company, beneficially, by the Persons, with the addresses of record and in the amounts set forth in Section 2.2(a)(1) of the Disclosure Scheduleon Schedule 3.3(a). All outstanding shares of Company Capital Stock (i) are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, Company Certificate of Incorporation or By-laws of the Company or any agreement to which the Company is a party or by which it is bound. All outstanding shares of Company Capital Stock, Company Options and Company Warrants (ii) have been issued offered, sold and delivered by the Company in compliance in all material respects with all applicable Laws, including federal and state securities laws. Company has not, and will not, as All preferential rights of the Closing, have suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating Company Preferred Stock with respect to or arising out the payment of consideration in connection with the sale of substantially all of the issuance or repurchase of any Company Capital Stock or Company Options or Company Warrants, or out of any agreements or arrangements relating thereto (including any amendment assets of the terms Company or a merger involving the Company are set forth in the Company Certificate of any such agreement or arrangement)Incorporation. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Company has no capital stock authorized, issued or outstanding, other than as set forth above as of the date hereof. Section 2.2(a)(2) of the Disclosure Schedule sets forth, as of the date of this Agreement, for all holders of Company Unvested Common Stock, if any, the name of the holder of record of such Company Unvested Common Stock, the repurchase price of such Company Unvested Common Stock, and the vesting schedule for such Company Unvested Common Stock, including the extent vested to date and whether the vesting of such Company Unvested Common Stock will be accelerated by the transaction contemplated by this Agreement.

Company Capital Structure. (a) Except for any increase in The authorized capital stock of Company and Company Common Stock for the Company RSUs pursuant to the obligation to grant the Company RSUs under this Agreement, the authorized capital stock of Company consists of 62,000,000 75,000,000 shares of Company Common Stock and 38,125,700 shares of Company Preferred Stock. As of (i) the date hereof and (ii) as of the date of the Closing (subject to the exercise of stock options and warrants into shares of Company Common Stock), (i) 12,951,362 shares of Company Common Stock which 13,022,538 are issued and outstanding, (ii) no shares of Company Common Stock are held by Company in its treasury, (iii) 4,354,220 17,200,000 shares of Series Seed A Convertible Preferred Stock Stock, all of which are issued and outstanding, (iv) 14,145,190 4,480,000 shares of Series A B Convertible Preferred Stock Stock, all of which are issued and outstanding, (v) 8,375,210 1,288,660 shares of Series B C Convertible Preferred Stock Stock, all of which are issued and outstanding and 1,882,353 shares of Series D Convertible Junior Preferred Stock, 1,853,388 of which are issued and outstanding. The Company Series A Preferred Stock, (vi) 4,393,732 shares of the Company Series B Preferred Stock, the Company Series C Preferred Stock are issued and outstanding (vii) 6,857,348 shares of the Company Series D Preferred Stock are issued and outstanding and (viii) convertible on a sufficient number of shares of one-share for one-share basis into Company Common Stock are reserved for issuance upon conversion of all outstanding preferred stockStock. As of the date of this Agreementhereof, the holders capitalization of record of all outstanding the Company Capital Stock is as set forth in Section 2.2(a)(12.2(a)(i) of the Disclosure Schedule. The Company Capital Stock is held by the Persons and in the amounts set forth in Section 2.2(a)(i) of the Disclosure Schedule which further sets forth each such Person’s (a) address, (b) the number of shares of Company Capital Stock held by such Person (including whether such shares are Company Common Stock, Company Series A Preferred Stock, the Company Series B Preferred Stock, the Company Series C Preferred Stock or the Company Series D Preferred Stock), (c) the respective certificate number(s) representing such shares, (d) the liquidation preference and conversion ratio applicable to each share of Company Preferred Stock, and (e) the date of acquisition of such shares. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound, except as set forth in Section 2.2(a)(ii) of the Disclosure Schedule. All outstanding shares of Company Capital Stock, Stock and Company Options and Company Warrants have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Stockholder of the Company) in compliance with all Lawsapplicable 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 or any Stockholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. No Stockholder has exercised any right of redemption, if any, provided in the Certificate of Incorporation with respect to shares of the Company Preferred Stock, and the Company has not, and will not, as of the Closing, have suffered or incurred not received notice that any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating Stockholder intends to or arising out of the issuance or repurchase of any Company Capital Stock or Company Options or Company Warrants, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any exercise such agreement or arrangement)rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. No shares of Company Capital Stock are unvested. For purposes of this Agreement, a share of Company Capital Stock shall be deemed “unvested” if such share is not vested or is subject to a risk of forfeiture or other condition under any applicable stock restriction agreement or other agreement with the Company. The Company has no other capital stock authorized, issued or outstanding, other than as set forth above as of the date hereof. Section 2.2(a)(2) of the Disclosure Schedule sets forth, as of the date of this Agreement, for all holders of Company Unvested Common Stock, if any, the name of the holder of record of such Company Unvested Common Stock, the repurchase price of such Company Unvested Common Stock, and the vesting schedule for such Company Unvested Common Stock, including the extent vested to date and whether the vesting of such Company Unvested Common Stock will be accelerated by the transaction contemplated by this Agreement.

Company Capital Structure. (a) Except for any increase in The authorized capital stock of Company and Company Common Stock for the Company RSUs pursuant to the obligation to grant the Company RSUs under this Agreement, the authorized capital stock of Company consists of 62,000,000 shares of Company Common Stock and 38,125,700 shares of Company Preferred Stock. As of (i) the date hereof and (ii) as of the date of the Closing (subject to the exercise of stock options and warrants into 153,978,918 shares of Company Common Stock), (i) 12,951,362 of which 40,034,181 shares of Company Common Stock are issued and outstandingoutstanding on the date hereof, (ii) no shares of Company Common Stock are held by Company in its treasury, (iii) 4,354,220 shares of Series Seed Preferred Stock are issued and outstanding, (iv) 14,145,190 23,500,000 shares of Series A Preferred Stock Stock, of which 23,487,948 shares are issued and outstandingoutstanding on the date hereof, (viii) 8,375,210 16,240,000 shares of Series B Preferred Stock Stock, of which 16,129,032 shares are issued and outstandingoutstanding on the date hereof, (viiv) 4,393,732 18,620,000 shares of Series C Preferred Stock Stock, of which 18,610,421 shares are issued and outstanding on the date hereof, (viiv) 6,857,348 11,334,013 shares of Series D CRM Preferred Stock Stock, of which 11,334,013 shares are issued and outstanding and (viii) a sufficient number of shares of Company Common Stock are reserved for issuance upon conversion of all outstanding preferred stock. As of on the date of this Agreement, the holders of record of all outstanding hereof. The Company Capital Stock is as held by the Persons in the numbers of shares set forth in Section 2.2(a)(14.2(a) of the Disclosure ScheduleLetter. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter DocumentsDocuments of the Company, or any agreement to which the Company is a party or by which it is bound. All outstanding shares of Company Capital Stock, Company Options and Company Warrants have been issued by Company in compliance with all applicable Laws, including federal and state securities lawsLaws. The Company has not, and will notnot have, as of the Closing, have suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Capital Stock or options or warrants to purchase Company Options or Company WarrantsCapital Stock, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. The Company has no capital stock other than the Company Capital Stock authorized, issued or outstanding. The Company has no Company Capital Stock that is unvested. Except for the Company Stock Plans, the Company has never adopted, sponsored or maintained any stock option plan or any other than plan or agreement providing for equity-based compensation to any Person. Except as set forth above as of the date hereof. in Section 2.2(a)(24.2(b) of the Disclosure Schedule sets forthLetter, as there are no options, warrants, calls, rights, 15 convertible securities, commitments or agreements of any character, written or oral, to which the Company is a party or by which the Company 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 date Company Capital Stock 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. Except as set forth in Section 4.2(b)(ii) of the Disclosure Letter, there are no outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, or other rights, rights of any type, the value of which is determined by reference in whole or in part to the value of Company Capital Stock or any other securities of the Company (whether payable in cash, property or otherwise) with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting securities of the Company. Except as set forth in Section 4.2(b)(iii) of the Disclosure Letter, there are no shareholder agreements or similar agreements to which the Company is a party, including any agreement relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Company Capital Stock. The Payment Schedule is complete and correct. Upon payment of the amounts set forth in the Payment Schedule, none of Parent or the Company will have any obligation to the Persons to whom any of the items set forth in Section 1.6 are owed with respect to such items. Upon payment of the Merger Consideration as provided for in this Agreement, for all (i) none of Parent or the Company will have any obligation to the holders of any Company Unvested Common StockCapital Stock or any calls, if anyrights or securities convertible into Company Capital Stock or to any other purported holder of any interest in the Company Capital Stock and (ii) no present or former holder or purported holder of any Company Capital Stock or any calls, the name rights or securities convertible into Company Capital Stock shall have any right or claim to any capital stock of the holder Company or any portion of record of such Company Unvested Common Stock, the repurchase price of such Company Unvested Common Stock, and the vesting schedule for such Company Unvested Common Stock, including the extent vested to date and whether the vesting of such Company Unvested Common Stock will be accelerated by the transaction contemplated by this AgreementMerger Consideration.