Common use of Issued Securities Clause in Contracts

Issued Securities. All of Your issued and outstanding shares of Common Stock, Series B Preferred Stock or any other securities as of the date of this Warrant Agreement have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Series B Preferred Stock as of the date of this Warrant Agreement were issued in full compliance with all Federal and state securities laws. In addition: Your authorized capital as of the date of this Warrant Agreement consists of (A) 81,287,000 shares of Common Stock, of which 12,685,000 shares of Common Stock are issued and outstanding, and (B) 48,669,133 shares of preferred stock, of which 48,316,623 shares are issued and outstanding. As of the date of this Warrant Agreement, You have reserved 22,472,484 shares of Common Stock for issuance under Your Stock Incentive Plan, under which options to purchase 15,348,715 shares are outstanding, 470,000 shares of Common Stock for issuance upon exercise of a warrant and 68,807 shares of Preferred Stock for issuance upon exercise of a warrant. Except as otherwise provided in this Warrant Agreement and as noted above, as of the date of this Warrant Agreement, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Your capital stock or other of Your securities. Except as set forth in Your Investor’s Rights Agreement, as of the date of this Warrant Agreement, Your shareholders do not have preemptive rights to purchase new issuances of the Your capital stock.

Issued Securities. All of Your issued and outstanding shares of Common Stock, Series B Preferred Warrant Stock or any other securities as of the date of this Warrant Agreement have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Series B Preferred Warrant Stock as of the date of this Warrant Agreement were issued in full compliance with all Federal and state securities laws. In addition: Your authorized capital as of the date of this Warrant Agreement consists of (A) 81,287,000 shares of Common Stock, of which 12,685,000 shares of Common Stock are issued and outstanding, and (B) 48,669,133 shares of preferred stock, of which 48,316,623 shares are issued and outstanding. As of the date of this Warrant Agreement, You have reserved 22,472,484 shares of Common Stock for issuance under Your Stock Incentive Plan, under which options to purchase 15,348,715 shares are outstanding, 470,000 shares of Common Stock for issuance upon exercise of a warrant and 68,807 shares of Preferred Stock for issuance upon exercise of a warrant. Except as otherwise provided in this Warrant Agreement and as noted above, as of the date of this Warrant Agreement, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Your capital stock or other of Your securities. Except as set forth in Your Investor’s Rights Agreement, as of the date of this Warrant Agreement, Your shareholders do not have preemptive rights to purchase new issuances of the Your capital stock.

Issued Securities. All of Your issued and outstanding shares of Common Stock, Series B Preferred Warrant Stock or any other securities as of the date of this Warrant Agreement have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Series B Preferred Warrant Stock as of the date of this Warrant Agreement were issued in full compliance with all Federal and state securities laws. In additionaddition as of the Effective Date: Your authorized capital as of the date of this Warrant Agreement consists of (A) 81,287,000 43,300,000 shares of Common Stock, of which 12,685,000 12,606,688 shares of Common Stock are issued and outstanding, and (B) 48,669,133 [26.694,720] shares of preferred stock, of which 48,316,623 26,117,480 shares are issued and outstanding. As of the date of this Warrant Agreement, You have reserved 22,472,484 10,300,000 shares of Common Stock for issuance under Your Stock Incentive Plan, under which options to for the purchase 15,348,715 shares are outstanding, 470,000 of 2,937,675 shares of Common Stock are outstanding and options for issuance upon exercise the purchase of a warrant and 68,807 892,570 shares of Common Stock are available for grant. You have issued warrants for the purchase of 413,792 shares of Your Series A Preferred Stock for issuance upon exercise and 98,595 shares of a warrantYour Series B Preferred Stock, which remain unexercised and outstanding as of the Effective Date. Except as otherwise provided in this Warrant Agreement and as noted above, as of the date of this Warrant Agreement, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Your capital stock or other of Your securities. Except as set forth in Your Amended and Restated Investor’s Rights Agreement, Agreement dated as of July 13, 2007 and amended by the date Amendment No. 1 dated as of March 27, 2008 (collectively, the “Investors’ Rights Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant Agreement, Warrant. Your shareholders stockholders do not have preemptive rights to purchase new issuances of the Your capital stock.

Issued Securities. All of Your issued and outstanding shares of Common Stock, Series B Preferred Warrant Stock or any other securities as of the date of this Warrant Agreement have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Series B Preferred Warrant Stock as of the date of this Warrant Agreement were issued in full compliance with all Federal and state securities laws. In additionaddition as of the Effective Date: Your authorized capital as of the date of this Warrant Agreement Effective Date consists of (A) 81,287,000 250,000,000 shares of Common Stock, of which 12,685,000 31,356,143 shares of Common Stock are issued and outstanding, and (B) 48,669,133 111,000,000 shares of preferred stock, of which 48,316,623 93,617,015 shares are issued and outstanding. As of the date of this Warrant Agreement, You have reserved 22,472,484 67,000,000 shares of Common Stock for issuance under Your Stock Incentive Plan, under which an aggregate of 31,872,277 options to purchase 15,348,715 shares and restricted stock units are outstanding, 470,000 outstanding as of the Effective Date and 28,353,821 shares of Common Stock for issuance upon exercise of a warrant are outstanding (and 68,807 shares of Preferred Stock for issuance upon exercise of a warrantincluded in prior paragraph). Except as otherwise provided in this Warrant Agreement and Agreement, as noted aboveabove and that certain Warrant to Purchase Series D Preferred Stock of the Company issued to Toshiba America Electronic Components, Inc. on December 22, 2011, there are, as of the date of this Warrant AgreementEffective Date, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Your capital stock or other of Your securities. Except As of the Effective Date, except as set forth in Your Investor’s Investors’ Rights Agreement, as a true, correct and complete copy of which has been delivered to Us prior to the date issuance of this Warrant AgreementWarrant, and letter agreements with certain of your stockholders granting the ability to participate in the preemptive rights set forth in such Investors’ Rights Agreement notwithstanding the number of shares held by such stockholders, Your shareholders stockholders do not have preemptive rights to purchase new issuances of the Your capital stock.