Share Structure. (a) Section 4.2(a) of the Company Schedule of Exceptions sets out the full and complete capital structure of the Company as on the date of this Agreement and as of the period immediately prior to Closing including but not limited to (i) the total number of Ordinary Shares; (ii) the total number of A Ordinary Shares; (iii) the Company Warrant; and (iv) the Company Options (including details of vested and unvested Company Options); and (v) the Company Share Awards. The shares of the Company consists of 35,000,000 authorized shares divided into (i) 31,418,979 authorized Ordinary Shares, of which 12,231,717 Ordinary Shares were issued and outstanding as of the close of business on the date hereof, (ii) 3,581,021 authorized Ordinary A Shares, of which 3,581,021 Ordinary A Shares were issued and outstanding as of the close of business on the date hereof. All of the issued and outstanding Ordinary Shares and Ordinary A Shares have been duly authorized and are validly issued, fully paid and nonassessable and are free and clear of any Liens. The Company has no Ordinary Shares or Ordinary A Shares reserved for issuance, except that, as of the date hereof, there were 5,051,504 Ordinary Shares reserved for issuance pursuant to the Company’s Equity Plans and 300,000 Ordinary Shares reserved for issuance pursuant to the Company Warrant. All of the outstanding shares of capital stock of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Except to the extent set forth in this Section 4.2(a) above and in the applicable Organizational Documents and as otherwise set forth in Section 4.2(a) of the Company Schedule of Exceptions, there are no preemptive or other outstanding rights, options, warrants, conversion rights, redemption rights, repurchase rights, or other rights of any kind that obligate the Company or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Ordinary Shares in accordance with the terms of the Equity Plans, such Ordinary Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. Other than as set forth in Section 4.2(a) of the Company Schedule of Exceptions, the Company does not have outstanding any bonds, debentures, notes or other obligations pursuant to which the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. (b) Section 4.2(b) of the Company Schedule of Exceptions sets forth (i) a list of each of the Company’s share and option incentive and equity plans (the “Equity Plan(s)”) and (ii) subject to determination pursuant to Section 3.1(c) and Section 3.1(e), a list of all outstanding Company Options and Company Share Awards as of the close of business on the date hereof (which shall be updated as of Closing Date by way of a Schedule Update), including the number of Ordinary Shares subject to each Company Option and Company Share Award and the holder, grant date, term, vesting schedule and exercise price with respect to each Company Option and Company Share Award, as applicable. Except as set forth in Section 4.2(b) of the Company Schedule of Exceptions, each Company Option and Company Share Award, as applicable, has been documented with the Company’s standard form of agreement or award document, was granted in compliance in all material respects with all applicable Laws and all of the terms and conditions of the Equity Plan pursuant to which it was issued. The Company has provided the Parent Group complete list and material details in respect of Company Options and Company Share Awards granted by the Group Companies. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.
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Share Structure. (a) Section 4.2(a) of the Company Schedule of Exceptions sets out the full and complete capital structure of the Company as on the date of this Agreement and as of the period immediately prior to Closing including but not limited to (i) the total number of Ordinary Shares; (ii) the total number of A Ordinary Shares; (iii) the Company Warrant; and (iv) the Company Options (including details of vested and unvested Company Options); and (v) the Company Share Awards. The shares of the Company consists of 35,000,000 authorized shares divided into (i) 31,418,979 authorized Ordinary Shares, of which 12,231,717 Ordinary Shares were issued and outstanding as of the close of business on the date hereof, (ii) 3,581,021 authorized Ordinary A Shares, of which 3,581,021 Ordinary A Shares were issued and outstanding as of the close of business on the date hereof. All of the issued and outstanding Ordinary Shares and Ordinary A Shares have been duly authorized and are validly issued, fully paid and nonassessable and are free and clear of any Liens. The Company has no Ordinary Shares or Ordinary A Shares reserved for issuance, except that, as of the date hereof, there were 5,051,504 Ordinary Shares reserved for issuance pursuant to the Company’s Equity Plans and 300,000 Ordinary Shares reserved for issuance pursuant to the Company Warrant. All of the outstanding shares of capital stock of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Except to the extent set forth in this Section 4.2(a) above and in the applicable Organizational Documents and as otherwise set forth in Section 4.2(a) of the Company Schedule of Exceptions, there are no preemptive or other outstanding rights, options, warrants, conversion rights, redemption rights, repurchase rights, or other rights of any kind that obligate the Company or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Ordinary Shares in accordance with the terms of the Equity Plans, such Ordinary Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. Other than as set forth in Section 4.2(a) of the Company Schedule of Exceptions, the Company does not have outstanding any bonds, debentures, notes or other obligations pursuant to which the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.
(b) Section 4.2(b) of the Company Schedule of Exceptions sets forth (i) a list of each of the Company’s share and option incentive and equity plans (the “Equity Plan(s)”) and (ii) subject to determination pursuant to Section 3.1(c) and Section 3.1(e), a list of all outstanding Company Options and Company Share Awards as of the close of business on the date hereof (which shall be updated as of Closing Date by way of a Schedule Update), including the number of Ordinary Shares subject to each Company Option and Company Share Award and the holder, grant date, term, vesting schedule and exercise price with respect to each Company Option and Company Share Award, as applicable. Except as set forth in Section 4.2(b) of the Company Schedule of Exceptions, each Company Option and Company Share Award, as applicable, has been documented with the Company’s standard form of agreement or award document, was granted in compliance in all material respects with all applicable Laws and all of the terms and conditions of the Equity Plan pursuant to which it was issued. The Company has provided the Parent Group complete list and material details in respect of Company Options and Company Share Awards granted by the Group Companies. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.
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