Common use of Current Capitalization Clause in Contracts

Current Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of 7,643,554 shares of capital stock, including (i) 1,601,060 shares of Company Series A-1 Preferred Shares, of which 1,576,154 shares are issued and outstanding as of the date hereof, (ii) 900,495 shares of Company Series A-2 Preferred Shares, of which 577,791 shares are issued and outstanding as of the date hereof, (iii) 700,000 shares of Company Series B Preferred Shares, of which 633,697 shares are issued and outstanding as of the date hereof, (iv) 10,000 shares of Company Undesignated Preferred Shares, none of which are issued and outstanding as of the date hereof and (v) 4,431,999 shares of common stock, none of which are issued and outstanding as of the date hereof (the “Company Common Shares”). Schedule 5.06(a) accurately sets forth, as of the date hereof, the name of the holder of each such Company Share and the number and class of shares held by such holder. The outstanding shares of capital stock or other equity interests of the Company have been duly authorized and validly issued and are fully paid and nonassessable. (b) Schedule 5.06(b)(i) accurately sets forth, as of the date hereof, the following information with respect to each outstanding and unexercised Company Option: (1) the name of the holder of such Company Option; (2) the number and type of Company Common Shares subject to such Company Option; (3) the per share exercise price of such Company Option; (4) the date on which such Company Option was granted; (5) the vesting schedule of such Company Option; (6) whether any such Company Option is intended to be an “incentive stock option” as defined in Section 422 of the Code; and (7) whether and under which equity plan such Company Option was granted. Schedule 5.06(b)(ii) accurately sets forth, as of the date hereof, the following information with respect to each outstanding and unexercised Company Warrant: (1) the name of the holder of such Company Warrant; (2) the number and type of Company Shares subject to such Company Warrant; (3) the per share exercise price of such Company Warrant; (4) the date on which such Company Warrant was granted, and (5) the vesting schedule of such Company Warrant. Schedule 5.06(b)(iii) accurately sets forth, as of the date hereof, the following information with respect to each outstanding Company Restricted Stock Unit Award: (1) the name of the holder of such Company Restricted Stock Unit Award; (2) the number and type of Company Shares issuable upon settlement of such Company Restricted Stock Unit Award; (3) the date on which such Company Restricted Stock Unit Award was granted and the expiration date of such Company Restricted Stock Unit Award, if any; (4) the vesting schedule of such Company Restricted Stock Unit Award; and (5) if applicable, the extent to which such Company Restricted Stock Unit Award is vested. Schedule 5.06(b)(iv) accurately sets forth, as of the date hereof, the following information with respect to each outstanding Convertible Note: (1) the name of the holder of such Convertible Note; (2) the principal amount and interest rate of such Convertible Note; and (3) the type of Company Shares issuable upon conversion of such Convertible Note. (c) As of the date hereof, except as disclosed on Schedule 5.06(b), there are (i) no subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Company Shares or the equity interests of the Company, or any other Contracts to which the Company is a party or by which the Company is bound obligating the Company to issue or sell any shares of capital stock of, other equity interests in or debt securities of, the Company and (ii) no equity equivalents, stock or equity appreciation rights, profit participation rights, phantom stock or equity ownership interests or other equity, equity-based or similar rights in the Company. As of the date hereof, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Company’s stockholders may vote. The Company is not party to any shareholders agreement, voting agreement, proxies, registration rights agreement or other agreements or understandings relating to its equity interests. (i) Each Company Option has an exercise price that has been determined pursuant to a valuation consistent with applicable Laws to be at least equal to the fair market value of the underlying Company Common Share as of the date of grant of such Company Option; (ii) no Company Option has had its exercise date or grant date “back-dated” or materially delayed; and (iii) all Company Options have been issued in compliance with the Company Equity Plan (if granted thereunder) and all applicable Laws and properly accounted for in all respects in accordance with GAAP.