Common use of Stock Reservation Clause in Contracts

Stock Reservation. As of the Capitalization Date, the Company has reserved (i) 11,404,458 shares of Company Common Stock for issuance pursuant to the Company Equity Plans and (ii) 54,156,855 shares of Company Common Stock for issuance upon the exercise of outstanding Company Warrants. As of the Capitalization Date, there were outstanding the following Company Equity Awards: 2,192,195 shares of Company Common Stock subject to Company Options (which Company Options had a weighted average exercise price per share of $3.52), 5,171,575 shares of Company Common Stock subject to Company RSUs, and 13,938,640 shares of Company Common Stock subject to Company PBRSUs (assuming payment at maximum). Section 3.7(b) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the Capitalization Date, of (x) with respect to each outstanding Company Equity Award, of the name or employee number of the holder of such Company Equity Award, the grant date of such Company Equity Award, the vesting schedule of such Company Equity Award, and, in the case of any Company Equity Award that is a Company Option, the per share exercise price of such Company Equity Award, the expiration date of such Company Equity Award and (y) with respect to each outstanding Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the issue date, the expiration date and the exercise price per share. All shares subject to issuance under the Company Equity Plans, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. The exercise price of each Company Option was at least equal to the fair market value (determined in accordance with Treasury Regulations Section 1.409A-1(b)(5)(iv)) of shares of the Company Common Stock on the date such Company Option was granted.

Stock Reservation. As of the Capitalization Date, the Company has reserved (i) 11,404,458 8,651,250 shares of Company Common Stock for issuance pursuant to the Company Equity Plans and Plans; (ii) 54,156,855 17,920,000 shares of Company Common Stock for issuance upon the exercise of outstanding the Company Warrants; and (iii) 11,540,000 shares of Company Common Stock for issuance upon the conversion of the Company Convertible Debt Instruments. As of the Capitalization Date, there were outstanding (x) Company Restricted Shares representing the following right to receive up to 2,100,000 shares of Company Equity Awards: 2,192,195 Common Stock; (y) Company Options to acquire 2,320,000 shares of Company Common Stock subject to (which outstanding Company Options (which Company Options had have a weighted average exercise price per share of equal to $3.520.28), 5,171,575 ; and (z) Company Warrants to purchase 5,670,000 shares of Company Common Stock subject (which outstanding Company Warrants have a weighted average exercise price equal to $0.25) and Company RSUs, and 13,938,640 Warrants to purchase 12,250,000 shares of Company Common Stock subject (which outstanding Company Warrants have a weighted average exercise price equal to Company PBRSUs (assuming payment at maximum$0.60). Each grant of Company Options was made in accordance in all material respects with the terms of the applicable Company Equity Plan and in compliance in all material respects with all applicable laws, and the per share exercise price to purchase a share of Company Common Stock under each Company Option is equal to or greater than the fair market value of a share of Company Common Stock on the date of grant. Section 3.7(b3.7(a) of the Company Disclosure Letter sets forth a trueforth, correct and complete list, in each case as of the Capitalization Datedate hereof, a complete and correct list of all holders of Company Options, Company Restricted Shares and Company Warrants (x) including each such holder’s name and address), including: the number of Company Restricted Shares (as applicable); the number of shares of Company Common Stock issuable upon exercise of Company Options and Company Warrants (as applicable); the exercise price (as applicable); the applicable grant or issuance date thereof; and with respect to each outstanding the Company Equity Award, of the name or employee number of the holder of such Options and Company Equity Award, the grant date of such Company Equity Award, the vesting schedule of such Company Equity Award, and, in the case of any Company Equity Award that is a Company Option, the per share exercise price of such Company Equity Award, the expiration date of such Company Equity Award and (y) with respect to each outstanding Company WarrantRestricted Shares, the number of shares of Company Common Stock subject to the Company Options and the number of Company Restricted Shares (as applicable) that are vested and unvested as of the date hereof and the vesting schedule with respect thereto. Section 3.7(a) of the Company Disclosure Letter sets forth, as of the date hereof, a complete and correct list of all holders of Company Convertible Debt Instruments (including each such Company Warrantholder’s name and address), including the principal amount, the issue date, the expiration date and the exercise price per share. All shares subject to issuance under the Company Equity Plans, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. The exercise price of each Company Option was at least equal to the fair market value (determined in accordance with Treasury Regulations Section 1.409A-1(b)(5)(iv)) number of shares of the Company Common Stock on issuable upon conversion, the conversion rate and the issuance date such thereof. The Company Option was grantedhas made available to Parent correct and complete copies of all agreements evidencing all of the outstanding Company Warrants and Company Convertible Debt Instruments.