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: (i) 23,046,875,123 shares of Company Common Stock, of which (A) 22,718,203,023 shares are designated as Company Class A Common Stock and (B) 328,672,100 shares are designated as Company Class B Common Stock; and (ii) 1,953,124,877 shares of Company Preferred Stock, of which (A) 149,057,400 shares are designated as Company Series A-1 Preferred Stock; (B) 41,757,975 shares are designated as Company Series A-2 Preferred Stock; (C) 133,246,286 shares are designated as Company Series A-3 Preferred Stock; (D) 133,246,286 shares are designated as Company Series A-3-X Preferred Stock; (E) 27,130,097 shares are designated as Company Series A-4 Preferred Stock; (F) 27,130,907 shares are designated as Company Series A-4-X Preferred Stock; (G) 419,496,627 shares are designated as Company Series B Preferred Stock; (H) 419,496,627 shares are designated as Company Series B-X Preferred Stock; (I) 181,859,452 shares are designated as Company Series C Preferred Stock; and (J) 420,702,410 shares are designated as Company Series C-1 Preferred Stock. (b) As of the date of this Agreement (the “Capitalization Date”), there were: (i) 93,766,005 shares of Company Class A Common Stock issued and outstanding; (ii) 328,672,100 shares of Company Class B Common Stock issued and outstanding; (iii) 149,057,400 shares of Company Series A-1 Preferred Stock issued and outstanding; (iv) 41,757,975 shares of Company Series A-2 Preferred Stock issued and outstanding; (v) no shares of Company Series A-3 Preferred Stock issued and outstanding; (vi) 133,246,286 shares of Company Series A-3-X Preferred Stock issued and outstanding; (vii) 9,043,636 shares of Company Series A-4 Preferred Stock issued and outstanding; (viii) 18,087,271 shares of Company Series A-4-X Preferred Stock issued and outstanding; (ix) 284,439,710 shares of Company Series B Preferred Stock issued and outstanding; (x) 135,056,917 shares of Company Series B-X Preferred Stock issued and outstanding; (xi) 181,859,452 shares of Company Series C Preferred Stock issued and outstanding; and (xii) no shares of Company Series C-1 Preferred Stock issued and outstanding. All of the issued and outstanding shares of Company Stock have been duly authorized and validly issued and are fully paid and nonassessable. (c) As of the Capitalization Date, there were outstanding (i) Company Options to purchase an aggregate of 108,044,367 shares of Company Common Stock (of which options to purchase an aggregate of 107,951,685 shares of Company Common Stock were vested and exercisable and of which options to purchase an aggregate of 92,682 shares of Company Common Stock were unvested), (ii) Company RSUs covering an aggregate of 131,520,977 shares of Company Common Stock (of which 7,833,624 Company RSUs were vested and not yet settled, 70,799,566 Company RSUs were unvested subject only to liquidity event-based vesting conditions and 52,887,787 Company RSUs were unvested subject to time-based vesting conditions), and (iii) 29,957,524 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans. (d) As of the Capitalization Date, there were outstanding Company Warrants exercisable for the number of shares of Company Stock set forth on Schedule 5.06(d) of the Company Disclosure Letter. (e) As of the Capitalization Date, there were outstanding Company SAFEs convertible into shares of Company Stock as set forth on Schedule 5.06(e) of the Company Disclosure Letter. (f) As of the Capitalization Date, other than the rights of (w) Company Equity Awards, (x) Company Preferred Stock, (y) Company Warrant, and (z) Company SAFEs, in each case outstanding as of the Capitalization Date, to convert into or be exchanged or exercised for Company Stock in accordance with the terms thereof in existence as of the Capitalization Date, there are (i) no subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Company Common Stock, Company Preferred Stock or any other 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, other equity interests in or debt securities of, the Company, (ii) no obligations incurred by the Company to issue additional shares of capital stock or equity interests of the Company under the Company Stockholder Agreements and (iii) no equity equivalents, stock or stock appreciation rights, phantom stock or stock ownership interests or similar rights in the Company. As of the Capitalization Date, except as set forth on Schedule 5.06(f) of the Company Disclosure Letter, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company and, as of the date hereof, no holders of Company Stock have any redemption rights that are exercisable under the Company Stockholder Agreements. 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. Other than the Company Stockholder Agreements and the Company Voting and Support Agreements, the Company is not party to any stockholders agreement, voting agreement, proxies, registration rights agreement or other similar agreements relating to its equity interests.

Current Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of: (i) 23,046,875,123 573,000,000 shares of Company Common Stock, of which (A) 22,718,203,023 shares are designated as Company Class A Common Stock and (B) 328,672,100 shares are designated as Company Class B Common Stock; and (ii) 1,953,124,877 383,910,610 shares of Company Preferred Stock, of which (A) 149,057,400 101,515,976 shares are designated as Company Series A-1 A Preferred Stock; (B) 41,757,975 shares are designated as Company Series A-2 Preferred Stock; (C) 133,246,286 shares are designated as Company Series A-3 Preferred Stock; (D) 133,246,286 shares are designated as Company Series A-3-X Preferred Stock; (E) 27,130,097 shares are designated as Company Series A-4 Preferred Stock; (F) 27,130,907 shares are designated as Company Series A-4-X Preferred Stock; (G) 419,496,627 113,956,319 shares are designated as Company Series B Preferred Stock; (HC) 419,496,627 32,419,574 shares are designated as Company Series B-X B-1 Preferred Stock; (ID) 181,859,452 60,777,953 shares are designated as Company Series C Preferred Stock; and (JE) 420,702,410 22,869,771 shares are designated as Company Series C-1 Preferred Stock; (F) 24,871,033 shares are designated as Company Series Seed Preferred Stock; and (G) 27,499,984 shares are designated as Company Series Seed II Preferred Stock. (b) As of the date of this Agreement (the “Capitalization Date”), there were: (i) 93,766,005 49,378,073 shares of Company Class A Common Stock issued and outstandingoutstanding (of which 2,634,548 are shares subject to a Company Restricted Stock Award); (ii) 328,672,100 101,515,976 shares of Company Class B Common Series A Preferred Stock issued and outstanding; (iii) 149,057,400 113,956,319 shares of Company Series A-1 B Preferred Stock issued and outstandingoutstanding (of which 1,459,315 are shares subject to a Company Restricted Stock Award); (iv) 41,757,975 32,419,574 shares of Company Series A-2 B-1 Preferred Stock issued and outstanding; (v) no 60,399,952 shares of Company Series A-3 C Preferred Stock are issued and outstanding; (vi) 133,246,286 22,869,771 shares of Company Series A-3-X C-1 Preferred Stock are issued and outstanding; (vii) 9,043,636 shares 24,871,033 of Company Series A-4 Preferred Stock issued and outstanding; (viii) 18,087,271 shares of Company Series A-4-X Preferred Stock issued and outstanding; (ix) 284,439,710 shares of Company Series B Preferred Stock issued and outstanding; (x) 135,056,917 shares of Company Series B-X Preferred Stock issued and outstanding; (xi) 181,859,452 shares of Company Series C Seed Preferred Stock issued and outstanding; and (xiiviii) no 27,499,984 shares of Company Series C-1 Seed II Preferred Stock issued and outstanding. All of the issued and outstanding shares of Company Stock have been duly authorized and validly issued and are fully paid and nonassessable. (c) As of the Capitalization Date, there were outstanding (i) Company Options to purchase an aggregate of 108,044,367 91,551,968 shares of Company Common Stock (of which options to purchase an aggregate of 107,951,685 63,438,720 shares of Company Common Stock were vested and exercisable and of which options to purchase an aggregate of 92,682 28,113,248 shares of Company Common Stock were unvested), and (ii) Company RSUs covering an aggregate of 131,520,977 shares of Company Common Stock (of which 7,833,624 Company RSUs were vested and not yet settled, 70,799,566 Company RSUs were unvested subject only to liquidity event-based vesting conditions and 52,887,787 Company RSUs were unvested subject to time-based vesting conditions), and (iii) 29,957,524 42,426,022 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans2017 Plan. (d) As of the Capitalization Date, there were no outstanding Company Warrants exercisable for the number of shares of Convertible Securities nor any obligations to issue any Company Stock set forth on Schedule 5.06(d) of the Company Disclosure LetterConvertible Securities. (e) As of the Capitalization Date, there were outstanding Company SAFEs convertible into shares of Company Stock as set forth on Schedule 5.06(e) of the Company Disclosure Letter. (f) As of the Capitalization Date, other than the rights of (wi) Company Equity AwardsOptions, (xii) Company Preferred Stock, (y) Company Warrant, and (ziii) the Company SAFEsRestricted Stock Awards, in each case outstanding as of the Capitalization Date, to convert into or be exchanged or exercised for Company Stock in accordance with the terms thereof in existence as of the Capitalization Date, there are (ix) no subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Company Common Stock, Company Preferred Stock or any other 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, other equity interests in or debt securities of, the Company, (iiy) no obligations incurred by the Company to issue additional shares of capital stock or equity interests of the Company under the Company Stockholder Agreements and (iiiz) no equity equivalents, stock or stock appreciation rights, phantom stock or stock ownership interests or similar rights in the Company. As of the Capitalization Date, except as set forth on Schedule 5.06(f5.06(e)(i) of the Company Disclosure Letter, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company and, as of the date hereof, no holders of Company Stock have any redemption rights that are exercisable under the Company Stockholder Agreements. 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. Other than the Company Stockholder Agreements and Agreements, the Company Voting and Support Agreements, and as set forth on Schedule 5.06(e)(ii) of the Company Disclosure Letter the Company is not party to any stockholders agreement, voting agreement, proxies, registration rights agreement or other similar agreements relating to its equity interests.

Current Capitalization. (a) As of the date hereof, the authorized share capital stock of the Company consists of: (i) 23,046,875,123 shares of 498,017,734 Company Common StockShares; and (ii) 437,182,072 Company Preferred Shares, of which (A) 22,718,203,023 shares are designated as Company Class A Common Stock and (B) 328,672,100 shares are designated as Company Class B Common Stock; and (ii) 1,953,124,877 shares of Company Preferred Stock, of which (A) 149,057,400 12,120,000 shares are designated as Company Series A-1 A Preferred Stock; Shares; (B) 41,757,975 shares are designated as Company Series A-2 Preferred Stock; (C) 133,246,286 shares are designated as Company Series A-3 Preferred Stock; (D) 133,246,286 shares are designated as Company Series A-3-X Preferred Stock; (E) 27,130,097 shares are designated as Company Series A-4 Preferred Stock; (F) 27,130,907 shares are designated as Company Series A-4-X Preferred Stock; (G) 419,496,627 8,000,000 shares are designated as Company Series B Preferred Stock; Shares; (HC) 419,496,627 shares are designated as Company Series B-X Preferred Stock; (I) 181,859,452 22,532,244 shares are designated as Company Series C Preferred StockShares; and (JD) 420,702,410 204,733,847 shares are designated as Company Series C-1 D Preferred StockShares; and (E) 189,795,981 shares are designated as Company Series E Preferred Shares. (b) As of one (1) Business Day prior to the date of this Agreement (the “Capitalization Date”)hereof, there were: (i) 93,766,005 shares of 12,720,794 Company Class A Common Stock Shares issued and outstanding; outstanding; (ii) 328,672,100 shares of 12,120,000 Company Class B Common Stock Series A Preferred Shares issued and outstanding; outstanding; (iii) 149,057,400 shares of 8,000,000 Company Series A-1 B Preferred Stock Shares issued and outstanding; outstanding; (iv) 41,757,975 shares of 22,532,244 Company Series A-2 C Preferred Stock Shares issued and outstanding; (v) no shares of 204,148,825 Company Series A-3 D Preferred Stock issued and outstanding; (vi) 133,246,286 shares of Company Series A-3-X Preferred Stock issued and outstanding; (vii) 9,043,636 shares of Company Series A-4 Preferred Stock issued and outstanding; (viii) 18,087,271 shares of Company Series A-4-X Preferred Stock issued and outstanding; (ix) 284,439,710 shares of Company Series B Preferred Stock issued and outstanding; (x) 135,056,917 shares of Company Series B-X Preferred Stock issued and outstanding; (xi) 181,859,452 shares of Company Series C Preferred Stock Shares issued and outstanding; and (xiivi) no shares of 113,877,589 Company Series C-1 E Preferred Stock Shares issued and outstanding. All of the issued and outstanding shares of Company Stock Shares have been duly authorized and validly issued and are fully paid and nonassessable. (c) As of one (1) Business Day prior to the Capitalization Datedate hereof, there were outstanding (i) Company Options to purchase an aggregate of 108,044,367 shares of 27,651,666 Company Common Stock Shares (of which options to purchase an aggregate of 107,951,685 shares of 14,622,907 Company Common Stock Shares were vested and exercisable and of which options to purchase an aggregate of 92,682 shares of Company Common Stock 17,934,891 were unvestedincentive stock options), (ii) Company RSUs covering with respect to an aggregate of 131,520,977 shares of zero (0) Company Common Stock (of which 7,833,624 Company RSUs were vested and not yet settled, 70,799,566 Company RSUs were unvested subject only to liquidity event-based vesting conditions and 52,887,787 Company RSUs were unvested subject to time-based vesting conditions), Shares and (iii) 29,957,524 3,261,955 additional shares of Company Common Stock Shares were reserved for issuance pursuant to the Company Stock Share Plans. (d) As Schedule ‎5.06(d) sets forth a complete and correct list of the Capitalization Date, there were outstanding each Company Warrants exercisable for the number of shares of Company Stock set forth on Schedule 5.06(d) of the Company Disclosure LetterWarrant. (e) As of the Capitalization Date, there were outstanding Company SAFEs convertible into shares of Company Stock as set forth on Schedule 5.06(e) of the Company Disclosure Letter. (f) As of the Capitalization Datedate hereof, other than the rights of (w) Company Equity AwardsOptions, (x) Company Preferred StockRSUs, (y) Company Warrant, Preferred Shares and (z) Company SAFEs, in each case outstanding as of the Capitalization Date, to convert into or be exchanged or exercised for Company Stock in accordance with the terms thereof in existence as of the Capitalization DateWarrants, there are (i) no subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Company Common Stock, Company Preferred Stock Shares or any other 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, other equity interests in or debt securities of, the Company, Company and (ii) no obligations incurred by the Company to issue additional shares of capital stock or equity interests of the Company under the Company Stockholder Agreements and (iii) no equity equivalents, stock or stock share appreciation rights, phantom stock or stock share ownership interests or similar rights in the Company. As of the Capitalization Date, except as set forth on Schedule 5.06(f) of the Company Disclosure Letterdate hereof, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company and, as of the date hereof, no holders of Company Stock have any redemption rights that are exercisable under the Company Stockholder AgreementsCompany. There are no outstanding bonds, debentures, notes or other Indebtedness 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 shareholders may vote. Other than the Company Stockholder Shareholder Agreements and the Company Voting and Support Agreements, the Company is not party to any stockholders shareholders agreement, voting agreement, proxies, registration rights agreement or other similar agreements relating to its equity interests.