Common use of Capitalization of the Company Clause in Contracts

Capitalization of the Company. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (x) 67,183,837 shares of Company Common Stock, of which 36,973,575 shares are issued and outstanding as of the date of this Agreement, and (y) 27,183,837 shares of Company Preferred Stock (of which (i) 5,613,529 shares are designated Series A Preferred Stock, par value $0.0001 per share, 5,151,610 of which are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”), (ii) 3,485,318 shares are designated Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 of which are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”), (iii) 4,035,426 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are issued and outstanding. All of the issued and outstanding shares of Company Capital Stock (a) have been duly authorized and validly issued and are fully paid and non-assessable; (b) have been or will be offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (i) the Governing Documents of the Company and (ii) any other applicable Contracts governing the issuance of such securities; (c) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (d) are free and clear of any Liens.

Capitalization of the Company. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (x) 67,183,837 40,000,000 shares of Company Common Stock, of which 36,973,575 shares are issued and outstanding as of the date of this Agreement, and (y) 27,183,837 shares of Company Preferred Stock (of which (i) 5,613,529 shares are designated Series A Preferred Stockcommon stock, par value $0.0001 .01 per share, 5,151,610 of which are issued and outstanding as of the date of this Agreement share (the “Series A Preferred Stock”"COMMON STOCK"), (ii) 3,485,318 and 5,000,000 shares are designated Series A-1 Preferred Stockof preferred stock, par value $0.0001 1.00 per shareshare ("PREFERRED STOCK"), 3,485,318 of which 10,000 are designated as Series D Participating Convertible Preferred Stock and 150,000 are designated as Series E Participating Convertible Preferred Stock. As of the close of business on June 4, 1999, (i) 11,440,452 shares of Common Stock were issued and outstanding as outstanding, stock options to purchase an aggregate of 851,152 shares of Common Stock under the Company's Long-Term Stock Incentive Plan (1989) and 1992 Stock Option Plan for Non-Employee Directors (collectively, the "OPTION PLANS") were outstanding, 883,912 shares of Common Stock were reserved for issuance upon conversion of the date 7% convertible subordinated notes due May 1, 2005 of this Agreement the Company (the “Series A-1 Preferred Stock”"CONVERTIBLE NOTES"), (iii) 4,035,426 and 188,467 shares are designated of Common Stock were reserved for issuance upon conversion of the Series A-2 D Participating Convertible Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xiii) 8,957,851 577.18 shares are designated of Series A-10 D Participating Convertible Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are Stock were issued and outstanding, and 150,000 shares of Series E Participating Cumulative Preferred Stock were reserved for issuance upon exercise of the Rights associated with the Common Stock. All of the issued and outstanding shares of Company Capital Stock (a) have been the Company's capital stock are, and all shares which may be issued in connection with the Option Plans, the Convertible Notes or the Preferred Shares will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued and are issued, fully paid and non-assessable; (b) have been or will be offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements . Except as set forth in this Section 4.05 and for changes since June 4, 1999 resulting from the exercise of employee and director stock options or the conversion of the Preferred Shares and the Convertible Notes outstanding on such date, there are no outstanding (ix) shares of capital stock or other voting securities of the Governing Documents Company, (y) securities of the Company and (ii) any other applicable Contracts governing the issuance convertible into or exchangeable for shares of such securities; (c) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right capital stock or any similar right under any provision of any applicable Law, the Governing Documents voting securities of the Company or (z) options, warrants or other rights to acquire from the Company, or other obligation of the Company to issue, transfer or sell, any Contract capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. Except with respect to the Convertible Notes, neither the Company nor any of its subsidiaries has any contractual obligation to repurchase, redeem or otherwise acquire any of the securities referred to above. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or otherwise bound; and (d) are free and clear to which it is bound relating to the voting of any Liensshares of capital stock of the Company. Upon the Company taking the actions referred to in Section 2.05(a), following the Effective Time, no holder of Stock Options will have any right to receive shares of common stock of the Surviving Corporation upon exercise of the Stock Options. Upon execution by the Company of the supplemental instrument contemplated by Section 4.5(b) of the Convertible Notes, no holder of Convertible Notes will have any right to receive shares of common stock of the Surviving Corporation upon conversion of the Convertible Notes.

Capitalization of the Company. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (xi) 67,183,837 20,637,620 shares of Company Common Stock, of which 36,973,575 5,013,352 shares are issued and outstanding (including 300,000 shares of Company Restricted Stock issued and outstanding) as of the date of this Agreement, and (ii) 7,695,112 shares of Company Preferred Stock (of which (A) 2,231,248 shares are designated as Series Seed Preferred Stock, par value $0.0001 per share, all of which are issued and outstanding as of the date of this AgreementAgreement (the “Series Seed Preferred Stock”), and (yB) 27,183,837 shares of Company Preferred Stock (of which (i) 5,613,529 495,417 shares are designated as Series Seed-2 Preferred Stock, par value $0.0001 per share, all of which are issued and outstanding as of the date of this Agreement (the “Series Seed-2 Preferred Stock”), (C) 3,233,871 shares are designated as Series A Preferred Stock, par value $0.0001 per share, 5,151,610 all of which are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”), (iiD) 3,485,318 790,500 shares are designated as Series A-1 A Plus Preferred Stock, par value $0.0001 per share, 3,485,318 all of which are issued and outstanding as of the date of this Agreement (the “Series A-1 A Plus Preferred Stock”), (iiiE) 4,035,426 778,839 shares are designated as Series A-2 B Preferred Stock, par value $0.0001 per share, 4,035,426 all of which are issued and outstanding as of the date of this Agreement (the “Series A-2 B Preferred Stock”), ) and (ivF) 2,114,886 165,237 shares are designated as Series A-3 C Preferred Stock, par value $0.0001 per share, 2,114,886 all of which are issued and outstanding as of the date of this Agreement (the “Series A-3 C Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are issued and outstanding. All of the issued and outstanding shares of Company Capital Stock (ai) have been duly authorized and validly issued and are fully paid and non-assessable; , (bii) have been or will be offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (iA) the Governing Documents of the Company and (iiB) any other applicable Contracts governing the issuance of such securities; , (ciii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; , and (div) are free and clear of any Liens, other than any restrictions under applicable securities laws or under the Company’s Governing Documents.

Capitalization of the Company. (a1) As Immediately after the consummation of the date of this AgreementClosing, the authorized capital stock of the Company consists of shall consist of: Six Hundred Fifty Five Million Six Hundred Eighty Two Thousand One Hundred Seventy-Eight (x655,682,178) 67,183,837 shares of Company Common common stock, $0.0001 par value per share, of which, as of September 11, 2003, Twenty-One Million Nine Hundred Forty-Seven Thousand Forty-Two (21,947,042) shares were issued and outstanding; Two Million (2,000,000) shares of 7.875% Series B preferred stock, $0.0001 par value per share, of which no shares will be issued and outstanding; Five Hundred Thousand (500,000) shares of 9.125% Series C preferred stock, $0.0001 par value per share, of which no shares will be issued and outstanding; Two Million (2,000,000) shares of 9.30% Series D preferred stock, $0.0001 par value per share, of which no shares will be issued and outstanding; Two Million Two Hundred Thousand (2,200,000) shares of 9.25% Series E preferred stock, $0.0001 par value per share, of which no shares will be issued and outstanding; Three Hundred Thirty Million (330,000,000) shares of Excess Stock, $0.0001 par value per share, of which no shares will be issued and outstanding; Six Million Six Hundred Seventeen Thousand Eight Hundred Twenty- Two (6,617,822) shares of Series A Junior Participating Preferred Stock, of which 36,973,575 no shares are issued and outstanding as of the date of this Agreement, outstanding; and One Million (y1,000,000) 27,183,837 shares of Company Preferred Stock (7.8125% of which (i) 5,613,529 shares are designated Series A Preferred StockF preferred stock, $0.0001 par value $0.0001 of per share, 5,151,610 of which are issued and outstanding as of the date of this Agreement One Million (the “Series A Preferred Stock”), (ii1,000,000) 3,485,318 shares are designated Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 of which are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”), (iii) 4,035,426 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are will be issued and outstanding. All of the issued and outstanding shares of Company Capital Stock (a) have been duly authorized and validly issued and are fully paid and non-assessable; (b) have been or will be offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (i) the Governing Documents of the Company and (ii) any other applicable Contracts governing the issuance of such securities; (c) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (d) are free and clear of any Liens.

Capitalization of the Company. (a) As of the date of this Agreement, the Company's authorized capital stock of the Company consists solely of (xa) 67,183,837 200,000,000 shares of Company Common Class A Stock, (b) 25,000,000 shares of which 36,973,575 Class B Stock, (c) 40,000 shares are of Preferred Stock, par value $1.00 per share (the "First Preferred Stock"), (d) 120,000 shares of Second Preferred Stock, par value $1.00 per share (the "Second Preferred Stock"), (e) 230,000 shares of Third Subordinated Preferred Stock, par value $1.00 per share (the "Third Preferred Stock"), and (f) 25,000,000 shares of Preference Stock, par value $.0l per share (the "Preference Stock"). As of March 31, 2002, (a) 87,223,289 shares of Class A Stock were issued and outstanding as and 32,205,183 shares of Class A Stock were issued and held in treasury, and (b) 12,432,164 shares of Class B Stock were issued and outstanding and 9,283,893 shares of Class B Stock were issued and held in treasury. As of the date of this Agreement, and (ya) 27,183,837 29,720 shares of Company First Preferred Stock are issued and outstanding, (b) 103,720 shares of which Second Preferred Stock are issued and outstanding, (ic) 5,613,529 155,022 shares are designated Series A of Third Preferred Stock, par value $0.0001 per share, 5,151,610 of which Stock are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”), (ii) 3,485,318 shares are designated Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 of which are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”), (iii) 4,035,426 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xid) 8,957,851 no shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that Preference Stock are issued and outstanding. All Upon consummation of the issued and outstanding Recapitalization, each of the shares of Company Capital Common Stock (a) have been issued to the Funds in the Merger or, if applicable, by virtue of the Charter Amendment will be duly authorized and authorized, validly issued and are fully paid and non-assessable; (b) nonassessable and will not have been or will be offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (i) the Governing Documents of the Company and (ii) any other applicable Contracts governing the issuance of such securities; (c) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company preemptive or any Contract to which the Company is a party or otherwise bound; and (d) are free and clear of any Lienssimilar rights.

Capitalization of the Company. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (x) 67,183,837 is 281,300,000 shares of Company Common Stock, of which 36,973,575 shares are issued and outstanding as of the date of this Agreement, and (y) 27,183,837 shares of Company Preferred Stock (of which capital stock consisting of: (i) 5,613,529 161,300,000 shares are designated Series of Class A Preferred Common Stock, par value $0.0001 0.00002 per shareshare (the “Company Class A Common Stock”); (ii) 15,000,000 shares of Class B Common Stock, 5,151,610 par value $0.00002 per share (the “Company Class B Common Stock”); (iii) 105,000,000 shares of preferred stock, par value $0.00002 per share (the “Company Preferred Stock”), of which (1) 30,000,000 shares are issued and outstanding designated as of the date of this Agreement Series A Preferred Stock (the “Series A Preferred Stock”), ; (ii2) 3,485,318 15,000,000 shares are designated as Series A-1 B Preferred Stock (the “Series B Preferred Stock, par value $0.0001 per share, 3,485,318 of which ”); (3) 14,436,335 shares are issued designated as Series C Preferred Stock (the “Series C Preferred Stock”); (4) 5,563,665 shares are designated as Series C’ Preferred Stock (the “Series C’ Preferred Stock”); and outstanding (5) 40,000,000 shares are designated as Series D Preferred Stock (the “Series D Preferred Stock”). As of the date of this Agreement Agreement, there were: (the “Series A-1 Preferred Stock”), (iiit) 4,035,426 15,487,892 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are Company Class A Common Stock issued and outstanding as outstanding; (u) 13,811,878 shares of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are Company Class B Common Stock issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), outstanding; (v) 487,414 26,072,555 shares are designated of Series A-4 A Preferred Stock, par value $0.0001 per share, 487,414 of which are Stock issued and outstanding as outstanding; (w) 10,314,505 shares of the date of this Agreement (the “Series A-4 B Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are Stock issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), outstanding; (x) 1,315,889 13,756,905 shares are designated Series A-9 C Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are Stock issued and outstanding; (y) 4,024,175 shares of Series C’ Preferred Stock issued and outstanding; and (z) 31,514,850 shares of Series D Preferred Stock issued and outstanding, in each case, excluding shares subject to Company Restricted Stock Awards. All of the issued and outstanding shares of Company Capital Stock (ai) have been duly authorized and validly issued and are fully paid and non-assessable; (bii) have been or will be offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (i1) the Governing Documents of the Company and (ii2) any other applicable Contracts governing the issuance of such securities; (ciii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise boundbound (except, with respect to any Company Restricted Stock Award, as set forth in the applicable Company Incentive Plan and award agreement governing such Company Restricted Stock Award); and (div) are free and clear of any Liens.

Capitalization of the Company. (a) As of the date hereof, the ----------------------------- authorized capital stock of this Agreementthe Company consists of: (A) 10,000,000 shares of Class A Common Stock, par value $0.25 per share, of which 3,143,125 shares are outstanding; (B) 10,000,000 shares of Class B Common Stock, par value $0.25 per share, of which 2,796,555 shares are outstanding; (C) 200,000 shares of six percent (6%) Voting Cumulative Preferred Stock, par value $0.25 per share ("6% Preferred Stock"), of which 200,000 shares are outstanding; (D) 30,000 shares of Preferred Stock, no par value ("No Par Preferred Stock"), of which no shares are outstanding; (E) 1,000,000 shares of 10% Cumulative Convertible Voting Preferred Stock-Series A, par value $0.025 per share ("Series A Preferred Stock"), of which 407,240 shares are outstanding; (F) 400,000 shares of 10% Cumulative Convertible Voting Preferred Stock - Series B, par value $0.025 per share ("Series B Preferred Stock"), of which 400,000 shares are outstanding; and (G) 2,600,000 shares of Blank Check Preferred Stock, of which no shares are outstanding. At the Closing (after giving effect to the Certificate of Amendment), the authorized capital stock of the Company consists will consist of (x) 67,183,837 20,000,000 shares of Company Class A Common Stock, those securities described in clauses (B) through (F) of the preceding sentence, 2,633,333 shares of Blank Check Preferred Stock, of which 36,973,575 no shares are issued will be outstanding, and 4,166,667 shares of Preferred Stock, of which 4,166,667 shares will be outstanding as (assuming the exercise of all Rights). No other class of capital stock of the Company is, or at the Closing will be, authorized or issued. From the date hereof until the Closing, except for the conversion of this Agreement, and (y) 27,183,837 outstanding shares of Company Preferred Stock (of which (i) 5,613,529 shares are designated Series A Preferred Stock, par value $0.0001 per shareSeries B Preferred Stock and Class B Common Stock in accordance with their terms, 5,151,610 the Company will not issue any shares of which are issued and its capital stock. All outstanding as shares of the date of this Agreement (the “Series A Preferred Stock”), (ii) 3,485,318 shares are designated Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 of which are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”), (iii) 4,035,426 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests capital stock of the Company that are issued and outstanding. All of the issued and outstanding shares of Company Capital Stock (a) have been duly authorized and authorized, are validly issued and are issued, fully paid and non-assessable; (b) nonassessable and have been or will be offered, sold and issued in compliance with applicable Law, including federal and state securities Lawslaws. At the Closing, and all requirements set forth in (i) the Governing Documents of the Company and (ii) any other applicable Contracts governing the issuance of such securities; (c) are not subject toShares will be duly authorized and, nor have they been when issued in violation ofaccordance with this Agreement, any purchase optionwill be validly issued, call option, right fully paid and nonassessable. The Rights and the shares of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents Preferred Stock issuable upon exercise of the Company or any Contract to which Rights have been duly authorized and, when issued and paid for, will be validly issued, fully paid and nonassessable. The Conversion Shares are duly authorized and reserved for issuance upon conversion of the Company is a party or otherwise bound; and (d) are free and clear of any Liens.Shares and, when issued in accordance

Capitalization of the Company. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (x) 67,183,837 1,462,436,611 shares of Company Common Stock, of which 36,973,575 (i) 941,647,617 shares are designated Class A Common Stock, par value $0.001 per share, 171,867,423 of which are issued and outstanding as of the date of this AgreementAgreement (the “Class A Common Stock”), (ii) 234,910,597 shares are designated Class B Common Stock, par value $0.001 per share, none of which are issued and outstanding as of the date of this Agreement (the “Class B Common Stock”), (iii) 50,967,800 shares are designated Class C Common Stock, par value $0.001 per share, 25,041,666 of which are issued and outstanding as of the date of this Agreement (the “Class C Common Stock”), and (iv) 234,910,597 shares are designated Class D Common Stock, par value $0.001 per share, none of which are issued and outstanding as of the date of this Agreement (the “Class D Common Stock”), and (y) 27,183,837 959,370,218 shares of Company Preferred Stock (of which (i) 5,613,529 38,392,950 shares are designated Series A Convertible Preferred Stock, par value $0.0001 0.001 per share, 5,151,610 all of which are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”), (ii) 3,485,318 22,165,260 shares are designated Series A-1 B Convertible Preferred Stock, par value $0.0001 0.001 per share, 3,485,318 all of which are issued and outstanding as of the date of this Agreement (the “Series A-1 B Preferred Stock”), (iii) 4,035,426 29,189,230 shares are designated Series A-2 C Convertible Preferred Stock, par value $0.0001 0.001 per share, 4,035,426 28,403,928 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 C Preferred Stock”), (iv) 2,114,886 11,939,097 shares are designated Series A-3 D-1 Convertible Preferred Stock, par value $0.0001 0.001 per share, 2,114,886 all of which are issued and outstanding as of the date of this Agreement (the “Series A-3 D-1 Preferred Stock”), (v) 487,414 9,380,718 shares are designated Series A-4 D-2 Convertible Preferred Stock, par value $0.0001 0.001 per share, 487,414 all of which are issued and outstanding as of the date of this Agreement (the “Series A-4 D-2 Preferred Stock”), (vi) 201,633 13,193,676 shares are designated Series A-5 E Convertible Preferred Stock, par value $0.0001 0.001 per share, 201,633 all of which are issued and outstanding as of the date of this Agreement (the “Series A-5 E Preferred Stock”), (vii) 499,046 14,942,546 shares are designated Series A-6 F Convertible Preferred Stock, par value $0.0001 0.001 per share, 499,046 13,759,327 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 F Preferred Stock”), (viii) 266,115 34,742,329 shares are designated Series A-7 G Convertible Preferred Stock, par value $0.0001 0.001 per share, 266,115 33,113,319 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 G Preferred Stock”), (ix) 206,730 45,454,548 shares are designated Series A-8 G-1 Convertible Preferred Stock, par value $0.0001 0.001 per share, 206,730 31,818,182 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 G-1 Preferred Stock”)), (x) 1,315,889 227,025,024 shares are designated as Series A-9 H-1 Convertible Preferred Stock, par value $0.0001 0.001 per share, 1,315,889 112,762,795 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 H-1 Preferred Stock”) and ), (xi) 8,957,851 227,025,024 shares are designated as Series A-10 H-2 Convertible Preferred Stock, par value $0.0001 0.001 per share, 8,957,851 51,030,309 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 H-2 Preferred Stock”), (xii) and there 136,009,158 shares are no other authorized equity interests designated as Series H-3 Convertible Preferred Stock, par value $0.001 per share, none of the Company that which are issued and outstanding. All outstanding as of the date of this Agreement (the “Series H-3 Preferred Stock”), (xiii) 136,009,158 shares are designated as Series H-4 Convertible Preferred Stock, par value $0.001 per share, 129,887,919 of which are issued and outstanding shares of Company Capital Stock (a) have been duly authorized and validly issued and are fully paid and non-assessable; (b) have been or will be offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (i) the Governing Documents as of the Company and date of this Agreement (ii) any other applicable Contracts governing the issuance of such securities; “Series H-4 Preferred Stock”), (c) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (d) are free and clear of any Liens.xiv)

Capitalization of the Company. (a) As of the date of this Agreement, and without giving effect to the Pre-Closing Restructuring, the authorized capital stock of the Company consists of (x) 67,183,837 170,000,000 shares of Company Common Stock, Stock of which 36,973,575 42,992,515 shares are issued and outstanding as of the date of this Agreement, and (y) 27,183,837 75,136,086 shares of Company Preferred Stock preferred stock (of which (i) 5,613,529 7,199,261 shares are designated Series A-1 Preferred Stock, $0.0001 par value per share, all of which are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”), (ii) 5,274,468 shares are designated Series A Preferred Stock, $0.0001 par value $0.0001 per share, 5,151,610 all of which are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”), (iiiii) 3,485,318 10,338,818 shares are designated Series A-1 B Preferred Stock, $0.0001 par value $0.0001 per share, 3,485,318 all of which are issued and outstanding as of the date of this Agreement (the “Series A-1 B Preferred Stock”), (iiiiv) 4,035,426 19,066,809 shares are designated Series A-2 C Preferred Stock, $0.0001 par value $0.0001 per share, 4,035,426 all of which are issued and outstanding as of the date of this Agreement (the “Series A-2 C Preferred Stock”), ) and (ivv) 2,114,886 33,256,730 shares are designated Series A-3 D Preferred Stock, $0.0001 par value $0.0001 per share, 2,114,886 of which 25,547,782 shares are issued and outstanding as of the date of this Agreement (the “Series A-3 D Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are issued and outstanding. After giving effect to the Pre-Closing Restructuring (as if it were consummated on the date hereof), the issued and outstanding capital stock of the Company would consist of only shares of Company Existing Common Stock or Company Class Z Common Stock and no shares of Company Preferred Stock, and no Company Convertible Securities or Company Warrants would be outstanding. All of the issued and outstanding shares of Company Capital Stock (aA) have been duly authorized and validly issued and are fully paid and non-assessable; (bB) have been or will be offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (i1) the Governing Documents of the Company and (ii2) any other applicable Contracts governing the issuance of such securities; (cC) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (dD) are free and clear of any Liens other than Permitted Liens.. All shares of Company Common Stock are book-entry shares in the form of electronic stock certificates on the electronic capitalization management system provided by eShares, Inc., d/b/a Carta, Inc. 40

Capitalization of the Company. (a) As of the date of this Agreementhereof, except as set forth in Schedule 3.3, the authorized capital stock of the Company consists of (x) 67,183,837 18,000,000 shares of Company Common Stock, of which 36,973,575 8,265,323 shares are issued and outstanding as outstanding, 1,000,000 shares of Class B Nonvoting Common Stock, par value $0.001 per share, of the date Company, of this Agreementwhich no shares are issued and outstanding, and (y) 27,183,837 1,000,000 shares of Company Preferred Stock (preferred stock, par value $0.001 per share, of the Company, which (i) 5,613,529 consists of 214,000 shares are designated of Series A A-1 Convertible Preferred Stock, par value $0.0001 0.001 per share, 5,151,610 of which are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”), (ii) 3,485,318 shares are designated Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 of which are issued and outstanding as of the date of this Agreement Company (the “Series A-1 Preferred Stock”), (iii) 4,035,426 of which 195,838 shares are designated issued and outstanding which are convertible into 35,776,356 shares of Company Common Stock in the aggregate, 62,000 shares of Series A-2 Convertible Preferred Stock, par value $0.0001 0.001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement Company (the “Series A-2 Preferred Stock”), (iv) 2,114,886 of which no shares are designated issued and outstanding, and 80,000 shares of Series A-3 B Convertible Preferred Stock, par value $0.0001 0.001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement Company (the “Series A-3 B Preferred Stock” and together with the Series A-1 Preferred Stock and the Series A-2 Preferred Stock, the “Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which 79,190 shares are issued and outstanding as which are convertible into 165,022,853 shares of Company Common Stock in the aggregate. As of the date hereof, (A) no shares of this Agreement Company Common Stock were held in the treasury of the Company or by the Subsidiaries, (B) 7,701,827 shares of Company Common Stock were issuable (and such number was reserved for issuance) upon exercise of Options outstanding as of such date, and (C) 10,984 shares of Series A-2 Preferred Stock, which are convertible into 2,006,595 shares of Company Common Stock in the aggregate, were issuable (and such number was reserved for issuance) upon exercise of warrants (the “Series A-4 Preferred StockCompany Warrants”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 such date. No other shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”)Company’s capital stock, (viii) 266,115 shares or securities convertible into or exchangeable for such capital stock or other Equity Interests, are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are issued and outstanding. All of the issued and outstanding shares of capital stock of the Company Capital Stock (a) have been duly authorized and are validly issued and are issued, fully paid paid, and non-assessable; (b. Except for the Options and Company Warrants and arrangements and agreements described on Schedule 3.3(a) have been or as modified as contemplated by Schedule 5.13, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company or any Subsidiary to issue, sell, or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company or any Subsidiary. Except as modified as contemplated by Schedule 5.13, Schedule 3.3(a) sets forth a true and complete list of the prices at which outstanding Options and Company Warrants may be exercised, the number of Options and Company Warrants outstanding at each such price and the number of vested and unvested Options and Company Warrants for each holder thereof. All shares of Series A-2 Preferred Stock subject to issuance pursuant to the Company Warrants, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be offeredduly authorized, sold validly issued, fully paid, nonassessable and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements free of preemptive rights. Except as set forth in the Stockholders Agreement, dated as of May 15, 2003 (i) the Governing Documents “Stockholders Agreement”), by and among the Company, the Majority Stockholder and certain other stockholders of the Company and (ii) any other applicable Contracts governing the issuance of such securities; (c) Company, or on Schedule 3.3(b), there are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents no outstanding contractual obligations of the Company or any Contract to which Subsidiary (A) restricting the transfer of, (B) affecting the voting rights of, (C) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (D) requiring the registration for sale of, or (E) granting any preemptive or antidilutive right with respect to, any shares of capital stock of, or other Equity Interests in, the Company or any Subsidiary. Each outstanding share of capital stock of each Subsidiary is a party duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and is owned, beneficially and of record, by the Company or otherwise bound; and (d) are another Subsidiary free and clear of all Liens (as defined in Section 8.5) (other than those restrictions under applicable securities laws), agreements, limitations on the Company’s or such Subsidiary’s voting rights, charges and other encumbrances of any Liensnature whatsoever (other than under applicable securities laws). There are no outstanding contractual obligations of the Company or any Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or any other Person, other than guarantees by any of the Company or any of its wholly owned Subsidiaries of any indebtedness or other obligations of any of the Company or any of its wholly owned Subsidiaries.

Capitalization of the Company. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (x) 67,183,837 300,000,000 shares of Company Common Stock, of which 36,973,575 55,294,978 shares are issued and outstanding as of the date of this Agreement, and (y) 27,183,837 199,623,002 shares of Company Preferred Stock (of which (i) 5,613,529 24,784,202 shares are designated Series A Preferred Stock, par value $0.0001 0.00001 per share, 5,151,610 all of which are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”), (ii) 3,485,318 14,738,907 shares are designated Series A-1 B Preferred Stock, par value $0.0001 0.00001 per share, 3,485,318 all of which are issued and outstanding as of the date of this Agreement (the “Series A-1 B Preferred Stock”), (iii) 4,035,426 14,120,082 shares are designated Series A-2 C Preferred Stock, par value $0.0001 0.00001 per share, 4,035,426 all of which are issued and outstanding as of the date of this Agreement (the “Series A-2 C Preferred Stock”), (iv) 2,114,886 3,852,052 shares are designated Series A-3 C-1 Preferred Stock, par value $0.0001 0.00001 per share, 2,114,886 all of which are issued and outstanding as of the date of this Agreement (the “Series A-3 C-1 Preferred Stock”), (v) 487,414 24,618,212 shares are designated Series A-4 D Preferred Stock, par value $0.0001 0.00001 per share, 487,414 24,318,212 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 D Preferred Stock”), (vi) 201,633 14,920,858 shares are designated Series A-5 D-1 Preferred Stock, par value $0.0001 0.00001 per share, 201,633 all of which are issued and outstanding as of the date of this Agreement (the “Series A-5 D-1 Preferred Stock”), (vii) 499,046 77,594,477 shares are designated Series A-6 E Preferred Stock, par value $0.0001 0.00001 per share, 499,046 73,940,269 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 E Preferred Stock”), (viii) 266,115 2,486,560 shares are designated Series A-7 E-1 Preferred Stock, par value $0.0001 0.00001 per share, 266,115 all of which are issued and outstanding as of the date of this Agreement (the “Series A-7 E-1 Preferred Stock”), ) and (ix) 206,730 22,507,652 shares are designated Series A-8 E-2 Preferred Stock, par value $0.0001 0.00001 per share, 206,730 21,222,829 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 E-2 Preferred Stock”)), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are issued and outstanding. All of the issued and outstanding shares of Company Capital Stock (ai) have been duly authorized and validly issued and are fully paid and non-assessable; (bii) have been or will be offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (i1) the Governing Documents of the Company and (ii2) any other applicable Contracts governing the issuance of such securities; (ciii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (div) are free and clear of any Liens. All shares of Company Common Stock are uncertificated, book-entry shares.

Capitalization of the Company. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (x) 67,183,837 260,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 36,973,575 21,627,464 shares are issued and outstanding as of the date of this Agreement, and (y) 27,183,837 199,145,285 shares of Company Preferred Stock (of which (i) 5,613,529 shares are designated Series A Preferred Stock, par value $0.0001 per share, 5,151,610 designated as follows: (i) 378,066 shares of Series A-1 Preferred Stock, of which 378,066 shares are issued and outstanding as of the date of this Agreement, (ii) 639,773 shares of Series A-2 Preferred Stock, of which 639,773 shares are issued and outstanding as of the date of this Agreement, (iii) 1,998,177 shares of Series A-3 Preferred Stock, of which 1,998,177 shares are issued and outstanding as of the date of this Agreement, (iv) 2,447,023 shares of Series A-4 Preferred Stock, of which 2,447,023 shares are issued and outstanding as of the date of this Agreement, (v) 7,985,151 shares of Series B-1 Preferred Stock, of which 7,985,151 shares are issued and outstanding as of the date of this Agreement, (vi) 746,602 shares of Series B-2 Preferred Stock, of which 746,602 shares are issued and outstanding as of the date of this Agreement, (vii) 6,627,558 shares of Series B-3 Preferred Stock, of which 6,627,558 shares are issued and outstanding as of the date of this Agreement, (viii) 30,739,072 shares of Series B-4 Preferred Stock, of which 30,739,072 shares are issued and outstanding as of the date of this Agreement, (ix) 27,079,195 shares of Series C Preferred Stock, of which 26,014,749 shares are issued and outstanding as of the date of this Agreement, (x) 38,659,789 shares of Series C-1 Preferred Stock, of which 38,659,789 shares are issued and outstanding as of the date of this Agreement (the shares described in the foregoing clauses (i) through (x), collectively, the “Company Series ABC Preferred Stock”), (xi) 49,342,160 shares of Series D Preferred Stock, of which 49,342,160 shares are issued and outstanding as of the date of this Agreement (the “Company Series A D Preferred Stock”), and (iixii) 3,485,318 36,861,678 shares are designated of Series A-1 E Preferred Stock, par value $0.0001 per share, 3,485,318 of which 33,567,165 shares are issued and outstanding as of the date of this Agreement (the “Company Series A-1 E Preferred Stock” and together with both the Company Series ABC Preferred Stock and the Company Series D Preferred Stock, the “Company Preferred Stock”), (iii) 4,035,426 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are issued and outstanding. All of the issued and outstanding shares of Company Capital Stock (aA) have been duly authorized and validly issued and are fully paid and non-assessable, including that all amounts provided for in any agreements for the purchase of shares of the Company have been fully paid and such shares have been issued prior to the date hereof unless disclosed in Section 4.6(a) of the Company Disclosure Letter; (bB) have been or will be offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (i1) the Governing Documents of the Company and (ii2) any other applicable Contracts governing the issuance of such securities; (cC) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (dD) are free and clear of any Liens, other than Securities Liens.

Capitalization of the Company. (a) As of the date of this Agreement, the The authorized capital stock of the Company consists of (x) 67,183,837 50,000,000 shares of Company Common Stockcommon stock, par value $.01 per share (the "COMMON STOCK"), of which 36,973,575 5,044,310 shares are issued and outstanding and of which 298,231 shares are held as of the date of this Agreementtreasury stock, and (y) 27,183,837 5,000,000 shares of Company Preferred Stock (of which (i) 5,613,529 shares are designated Series A Preferred Stockpreferred stock, par value $0.0001 .01 per share. The Company's Board of Directors (the "BOARD OF DIRECTORS") has authorized the designation of 2,750,100 shares of preferred stock as follows: 450,000 shares as the Series A Convertible Preferred Stock (the "SERIES A PREFERRED STOCK"), 5,151,610 of which are issued and outstanding as all of the date of this Agreement (the “Series A Preferred Stock”), (ii) 3,485,318 authorized shares are designated Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 of which are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”), (iii) 4,035,426 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are issued and outstanding. All ; 200,000 shares as the Series B Convertible Preferred Stock (the "SERIES B PREFERRED STOCK"), of which 124,831 shares are issued and outstanding; 500,000 shares as the 10% Exchangeable Preferred Stock (the 10% PREFERRED STOCK"), of which 250,000 shares are issued and outstanding; 100 shares as the Series C Preferred Stock ("SERIES C PREFERRED STOCK"), of which 100 shares are issued and outstanding; and 800,000 shares as the 13% Preferred Stock, of which 400,000 shares will be issued and outstanding upon the Closing; and 800,000 shares of Company Capital as the 13% Exchangeable Preferred Stock Series B (athe 13% SERIES B PREFERRED STOCK") have been duly authorized and validly issued and are fully paid and non-assessable; (b) have been or which will be offered, sold and issued reserved for issues as Exchange Securities (as defined in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (i) the Governing Documents of the Company and (ii) any other applicable Contracts governing the issuance of such securities; (c) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (d) are free and clear of any Liens.the

Capitalization of the Company. (a) As of the date of this Agreement, the authorized share capital stock of the Company consists is $50,000 divided into 500,000,000 shares of $0.0001 par value each, comprised of (x) 67,183,837 shares of Company Common Stock440,000,000 Ordinary Shares, of which 36,973,575 (1) 14,542,274 Ordinary Shares are issued and outstanding as of the date of this Agreement, (2) 4,851,297 Ordinary Shares are subject to issuance upon the vesting of Company RSUs outstanding as of the date of this Agreement and (3) 9,832,986 Ordinary Shares are subject to issuance upon the vesting of Key Executive RSUs outstanding as of the date of this Agreement, and (y) 60,000,000 Preferred Shares (of which (i) 10,000,000 shares are designated Series A Preferred Shares, of which 4,154,726 Series A Preferred Shares are issued and outstanding as of the date of this Agreement, (ii) 10,000,000 shares are designated Series B Preferred Shares, of which 5,338,405 Series B Preferred Shares are issued and outstanding as of the date of this Agreement, (iii) 20,000,000 shares are designated Series C Preferred Shares, of which 10,532,116 Series C Preferred Shares are issued and outstanding as of the date of this Agreement, (iv) 10,000,000 shares are designated Series D Preferred Shares, of which 3,487,206 Series D Preferred Shares are issued and outstanding as of the date of this Agreement, and (yv) 27,183,837 shares of Company Preferred Stock (of which (i) 5,613,529 10,000,000 shares are designated Series A E Preferred StockShares, par value $0.0001 per share, 5,151,610 of which 1,650,913 Series E Preferred Shares are issued and outstanding as of the date of this Agreement (Agreement). Set forth in Section 3.3(a) of the “Series A Preferred Stock”)Company Disclosure Letter is a true and correct list of each holder of Company Shares and the number of Company Shares held by each such holder as of the date hereof. Except as set forth in Section 3.3(a) of the Company Disclosure Letter, (ii) 3,485,318 there are no other shares are designated Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 of which are the Company issued and or outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”), (iii) 4,035,426 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are issued and outstandingAgreement. All of the issued and outstanding shares of Company Capital Stock Shares (aw) have been duly authorized and validly issued and allotted and are fully paid and non-assessable; (bx) have been or will be offered, sold and issued by the Company in compliance with applicable Law, including the Cayman Act, U.S. federal and state securities Laws, and all requirements set forth in (i1) the Governing Documents of Company Charter and the Company Shareholders’ Agreement and (ii2) any other applicable Contracts governing the issuance or allotment of such securitiessecurities to which the Company is a party or otherwise bound; and (cy) are not subject to, nor have they been issued in violation of, any Encumbrance, purchase option, call option, right of first refusal, preemptive pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of Company Charter, and the Company Shareholders’ Agreement or any Contract other Contract, in any such case to which the Company is a party or otherwise bound; and (d) are free and clear of any Liens.

Capitalization of the Company. (a) As of the date of this Agreement, the authorized share capital stock of the Company consists is $50,000 divided into 500,000,000 shares of $0.0001 par value each, comprised of (x) 67,183,837 shares of Company Common Stock381,196,454 Pre-Subdivision Class A Ordinary Shares, of which 36,973,575 shares 42,726,634 are issued and outstanding as of the date of this Agreement, (y) 33,561,948 Pre-Subdivision Class B Ordinary Shares, none of which is issued and outstanding as of the date of this Agreement, and (yz) 27,183,837 shares of 85,241,598 Company Preferred Stock (Shares, of which (i) 5,613,529 15,181,000 shares are designated Company Convertible Redeemable Series A A-1 Preferred StockShares, par value $0.0001 per share, 5,151,610 of which 15,181,000 are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”)Agreement, (ii) 3,485,318 shares are designated 14,244,000 Company Convertible Redeemable Series A-1 A-2 Preferred StockShares, par value $0.0001 per share, 3,485,318 of which 14,244,000 are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”)Agreement, (iii) 4,035,426 shares are designated 2,828,899 Company Convertible Redeemable Series A-2 A-3 Preferred StockShares, par value $0.0001 per share, 4,035,426 of which 2,828,899 are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”)Agreement, (iv) 2,114,886 13,111,999 shares are designated Company Series A-3 B-1 Preferred StockShares, par value $0.0001 per share, 2,114,886 of which 13,111,999 are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”)Agreement, (v) 487,414 9,090,900 shares are designated Company Series A-4 B-2 Preferred StockShares, par value $0.0001 per share, 487,414 of which 9,090,900 are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”)Agreement, (vi) 201,633 2,100,000 shares are designated Company Series A-5 B-3 Preferred StockShares, par value $0.0001 per share, 201,633 of which 2,100,000 are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”)Agreement, (vii) 499,046 13,684,800 shares are designated Company Series A-6 C Preferred StockShares, par value $0.0001 per share, 499,046 of which 13,684,800 are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”)Agreement, (viii) 266,115 15,000,000 shares are designated Company Series A-7 D Preferred StockShares, par value $0.0001 per share, 266,115 of which 12,963,577 are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are issued and outstanding. All of the issued and outstanding shares of Company Capital Stock (a) have been duly authorized and validly issued and are fully paid and non-assessable; (b) have been or will be offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (i) the Governing Documents of the Company and (ii) any other applicable Contracts governing the issuance of such securities; (c) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (d) are free and clear of any LiensAgreement.

Capitalization of the Company. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 231,861,108 total shares, each with a par value of $0.00001 per share, comprised of: (xi) 67,183,837 144,250,000 shares of Company Common Stock, of which 36,973,575 29,430,092 shares are issued and outstanding as of the date of this Agreement, ; and (yii) 27,183,837 87,611,108 shares of Company Preferred Stock (Stock, of which (iA) 5,613,529 8,710,087 shares are have been designated as “Series A Preferred Stock”, par value $0.0001 per share8,710,087 of which are issued and outstanding as of the date of this Agreement, 5,151,610 (B) 14,104,309 shares have been designated as “Series B Preferred Stock”, 14,104,309 of which are issued and outstanding as of the date of this Agreement, (C) 12,430,344 shares have been designated as “Series C Preferred Stock”, 12,430,344 of which are issued and outstanding as of the date of this Agreement, (D) 7,667,172 shares have been designated as “Series D Preferred Stock”, 7,667,172 of which are issued and outstanding as of the date of this Agreement, (E) 3,358,764shares have been designated as “Series D-1 Preferred Stock”, 3,358,764 of which are issued and outstanding as of the date of this Agreement, (F) 11,021,106 shares have been designated as “Series E Preferred Stock”, 11,021,106 of which are issued and outstanding as of the date of this Agreement, (G) 11,772,159 shares have been designated as “Series F Preferred Stock”, 11,772,159 of which are issued and outstanding as of the date of this Agreement and (the H) 18,537,167 shares have been designated as “Series A G Preferred Stock”), (ii) 3,485,318 shares are designated Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 18,422,997 of which are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”), (iii) 4,035,426 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are issued and outstandingAgreement. All of the issued and outstanding shares of Company Capital Stock (ax) have been duly authorized and validly issued and are fully paid and non-assessable; (by) have been or will be offered, sold and issued in compliance with (A) applicable Law, including federal and state securities Laws, and all requirements set forth in (i) the Governing Documents of the Company and (iiB) any other applicable Contracts governing the issuance of such securities; and (cz) are not subject to, nor have they been issued in breach or violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (d) are free and clear of any Liens.

Capitalization of the Company. The Company's authorized capital stock consists solely of (a) 63,000,000 shares of Common Stock, (b) 3,000,000 shares of Nonvoting Common Stock, and (c) 21,090,000 shares of preferred stock, par value $.01 per share ("Preferred Stock"), of which 9,000,000 shares are designated as "Class A Convertible Preferred Stock - Series 1," 9,000,000 shares are designated as "Class A Convertible Preferred Stock - Series 2" and 3,090,000 shares are designated as "Class B Junior Convertible Preferred Stock." As of the date hereof, (i) 387,892.08 shares of this AgreementCommon Stock are issued and outstanding, (ii) no shares of Nonvoting Common Stock are issued and outstanding, (iii) 8,600,000 shares of Class A Convertible Preferred Stock - Series 1 are issued and outstanding, (iv) 6,671,743.73 shares of Series 2 Preferred are issued and outstanding and (v) 3,090,000 shares of Class B Junior Convertible Preferred Stock are issued and outstanding. As of the authorized date hereof, (i) 75,441.26 shares of Common Stock and 1,297,589.65 shares of Series 2 Preferred are reserved for issuance upon exercise of outstanding options granted under the Company's 1990 Employee Incentive Plan (the "1990 Plan"), of which options to purchase 51,714.84 shares of Common Stock and 889,495.29 shares of Series 2 Preferred are outstanding, (ii) 20,117.67 shares of Common Stock and 346,023.91 shares of Series 2 Preferred are reserved for issuance upon exercise of outstanding options granted to executive officers in 1990 (the "Performance Options"), of which options to purchase 11,825.29 shares of Common Stock and 203,394.93 shares of Series 2 Preferred are outstanding, (iii) 2,011.77 shares of Common Stock and 34,602.39 shares of Series 2 Preferred are reserved for issuance upon exercise of outstanding options granted to Thomxx X. Xxxxxxxx (xxe "Harbxxxx Xxxions"), all of which options are outstanding (iv) 2,631,579 shares of Common Stock and 2,631,579 shares of Nonvoting Common Stock are reserved for issuance upon exercise of outstanding options granted under the Company's 1994 Incentive Plan (the "1994 Plan"), of which no options for Common Stock are outstanding and options to purchase 2,322,334 shares of Nonvoting Common Stock are outstanding and (v) 61,987.57 shares of Common Stock and 1,066,186.17 shares of Series 2 Preferred are reserved for issuance upon exercise of outstanding warrants, of which Bridge Warrants (as hereinafter defined) to purchase 1,307.65 shares of Common Stock and 22,491.56 shares of Series 2 Preferred are outstanding and Subdebt Warrants (as hereinafter defined) to purchase 28,266.23 shares of Common Stock and 486,179.16 shares of Preferred Stock are outstanding (the "Warrants"). The Conversion Rate (as such term is defined in the Certificate of Incorporation of the Company) for the Series 2 Preferred is 2.9510419319. As of the date hereof, all outstanding shares of capital stock of the Company consists are owned of (x) 67,183,837 shares of Company Common Stock, of which 36,973,575 shares are issued and outstanding record as of the date of this Agreement, and (y) 27,183,837 shares of Company Preferred Stock (of which (i) 5,613,529 shares are designated Series A Preferred Stock, par value $0.0001 per share, 5,151,610 of which are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”), (ii) 3,485,318 shares are designated Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 of which are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”), (iii) 4,035,426 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests set forth in Section 3.4 of the Company that are issued and outstandingDisclosure Schedule. All Each outstanding share of capital stock of the issued and outstanding shares of Company Capital Stock (a) have been company is duly authorized and validly issued and are issued, fully paid and non-assessable; nonassessable and free of any preemptive rights. Following (bA) have been or will be offeredthe execution and delivery of the Warrant Exercise Agreements (as defined in Section 5.2) and the consummation of the transactions contemplated thereby and (B) consummation of the Option Plan Terminations (as defined in Section 5.2(d)), sold except for the Class A Convertible Preferred Stock - Series 1, the Series 2 Preferred, the Class B Junior Convertible Preferred Stock and issued in compliance with applicable Law, including federal and state securities Lawsthe Nonvoting Common Stock, and all requirements set forth except as provided in (i) the Governing Documents Stockholders Agreement, dated as of November 28, 1994, among the Company and the stockholders of the Company listed on the signature pages thereto (the "Stockholders Agreement"), which will terminate and (ii) any cease to be effective at the Effective Time, and in the Indenture, there will be no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other applicable Contracts governing the issuance of such securities; (c) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right commitments or any similar right under any provision rights of any applicable Lawtype relating to the issuance, the Governing Documents of sale or transfer by the Company or any Contract to which subsidiary of the Company is a party or otherwise bound; and (d) are free and clear of any Liens.securities

Capitalization of the Company. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 764,658,282 total shares, each with a par value of $0.0000025 per share, comprised of: (xi) 67,183,837 447,815,616 shares of Common Stock (the “Company Voting Common Stock”), of which 36,973,575 64,654,364 shares are issued and outstanding as of the date of this Agreement, (ii) 5,000,000 shares of Non-Voting Common Stock (the “Company Non-Voting Common Stock”), of which 1,380,852 shares are issued and outstanding as of the date of this Agreement, (iii) 307,342,666 shares of Preferred Stock (the “Company Non-Redeemable Preferred Stock”), of which (A) 19,687,500 shares have been designated Series A Preferred Stock, 19,687,500 of which are issued and outstanding as of the date of this Agreement, (B) 37,252,051 shares have been designated Series B Preferred Stock, 26,693,795 of which are issued and outstanding as of the date of this Agreement, (C) 2,209,991 shares have been designated Series C Preferred Stock, 2,038,643 of which are issued and outstanding as of the date of this Agreement, (D) 23,411,503 shares have been designated Series D Preferred Stock, 22,369,041 of which are issued and outstanding as of the date of this Agreement, (E) 24,483,290 shares have been designated Series E Preferred Stock, 24,262,476 of which are issued and outstanding as of the date of this Agreement, (F) 63,386,220 shares have been designated Series F Preferred Stock, 60,110,165 of which are issued and outstanding as of the date of this Agreement, (G) 29,096,495 shares have been designated Series G Preferred Stock, 29,096,489 of which are issued and outstanding as of the date of this Agreement, (H) 50,815,616 shares have been designated Series H Preferred Stock, 16,224,534 of which are issued and outstanding as of the date of this Agreement, and (yI) 27,183,837 57,000,000 shares of Company Preferred Stock (of which (i) 5,613,529 shares are have been designated Series A H-1 Preferred Stock, par value $0.0001 per share, 5,151,610 52,743,298 of which are issued and outstanding as of the date of this Agreement Agreement, and (iv) 4,500,000 shares of Series 1 Redeemable Preferred Stock (the “Series A Company Redeemable Preferred Stock”), (ii) 3,485,318 shares are designated Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 of which 3,234,000 shares are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”)Agreement, (iii) 4,035,426 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are issued and outstanding. As of the date of this Agreement, assuming the Company Non-Redeemable Preferred Stock Conversion were to occur on the date of this Agreement, the authorized capital stock of the Company would consist of (i) 447,815,616 shares of Common Voting Common Stock, of which 316,141,188 shares would be issued and outstanding as of the date of this Agreement, (ii) 5,000,000 shares of Company Non-Voting Common Stock, of which 3,419,495 shares would be issued and outstanding as of the date of this Agreement, (iii) 307,342,666 shares of Company Non-Redeemable Preferred Stock, of which no shares would be issued and outstanding as of the date of this Agreement, and (iv) 4,500,000 shares of Company Redeemable Preferred Stock, of which 3,234,000 shares would be issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of Company Capital Stock (ai) have been duly authorized and validly issued and are fully paid and non-assessable; (bii) have been or will be offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (i1) the Governing Documents of the Company and (ii2) any other applicable Contracts governing the issuance of such securities; (ciii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (div) are free and clear of any Liens other than Permitted Liens.

Capitalization of the Company. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (x) 67,183,837 59,630,000 shares of Company Common Stock, par value $0.00001 per share, of which 36,973,575 9,889,476 shares are issued and outstanding as of the date of this Agreement, and (y) 27,183,837 29,751,578 shares of Company Preferred Stock (of which (i) 5,613,529 1,528,501 shares are designated Series A-1 Preferred Stock, par value $0.00001 per share, 1,528,501 of which are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”), (ii) 1,541,170 shares are designated Series A-2 Preferred Stock, par value $0.00001 per share, 1,541,170 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iii) 7,048,031 shares are designated Series A Preferred Stock, par value $0.0001 0.00001 per share, 5,151,610 6,963,183 of which are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”), (iiiv) 3,485,318 7,358,928 shares are designated Series A-1 B Preferred Stock, par value $0.0001 0.00001 per share, 3,485,318 7,320,385 of which are issued and outstanding as of the date of this Agreement (the “Series A-1 B Preferred Stock”), (iiiv) 4,035,426 1,497,748 shares are designated Series A-2 C-1 Preferred Stock, par value $0.0001 0.00001 per share, 4,035,426 1,497,748 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 C-1 Preferred Stock”), ) and (ivvi) 2,114,886 10,777,200 shares are designated Series A-3 C Preferred Stock, par value $0.0001 0.00001 per share, 2,114,886 10,669,200 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 C Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are issued and outstanding. All of the issued and outstanding shares of Company Capital Stock (ai) have been duly authorized and validly issued and are fully paid and non-assessable; (bii) have been or will be offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (i1) the Governing Documents of the Company and (ii2) any other applicable Contracts governing the issuance of such securities; (ciii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (div) are free and clear of any Liens, other than restrictions on transfer arising under applicable securities Laws or as set forth on Section 4.6(a) of the Company Disclosure Letter.

Capitalization of the Company. (a) As of the date of this AgreementDecember 11, 2021, the authorized capital stock of the Company consists of (xi) 67,183,837 190,000,000 shares of Company Common Stock (including Company Restricted Stock), of which 32,686,217 shares are outstanding and (ii) 135,622,253 shares of Preferred Stock, of which 36,973,575 (A) 7,675,410 shares are issued and outstanding as of the date of this Agreement, and (y) 27,183,837 shares of have been designated Company Preferred Stock (of which (i) 5,613,529 shares are designated Series A Preferred Stock, par value $0.0001 per share, 5,151,610 of which 7,675,410 shares are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”)outstanding, (iiB) 3,485,318 9,148,940 shares are have been designated Company Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 of which 9,148,940 shares are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”)outstanding, (iiiC) 4,035,426 3,060,560 shares are have been designated Company Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which 3,060,560 shares are issued outstanding, (D) 27,812,260 shares have been designated Company Series B Preferred Stock, of which 27,812,260 shares are outstanding, (E) 23,822,065 shares have been designated Company Series C Preferred Stock, of which 23,822,065 shares are outstanding, (F) 26,092,812 shares have been designated Company Series D Preferred Stock, of which 20,968,375 shares are outstanding, and (G) 38,010,206 shares have been designated Company Series D-1 Preferred Stock, of which 32,521,937 shares are outstanding. The outstanding shares of capital stock contemplated by the immediately preceding sentence (A) constitute all of the outstanding shares of capital stock of the Company and (B) when combined with Interim Period issuances of shares of Company Common Stock pursuant to Company Options and Company RSUs, will constitute, as of the date of this Agreement (the “Series A-2 Preferred Stock”)Closing, (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as all of the date outstanding shares of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as capital stock of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as Company. All of the date outstanding shares of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no capital stock or other authorized equity interests of the Company that are issued and outstanding. All of the issued and outstanding shares of Company Capital Stock (a1) have been duly authorized and validly issued and are fully paid and non-assessable; nonassessable, (b2) have been or will be offered, sold and issued in compliance compliance, in all material respects, with applicable Law, including federal and state securities Laws, and all requirements set forth in (i) the Company Governing Documents of the Company and (ii) any other applicable Contracts governing the issuance of such securities; , (c3) are not subject to, nor and have they not been issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, including federal and state securities Laws, or the Company Governing Documents of the Company or any Contract to which the any Company Group Member is a party or otherwise bound; is bound and (d4) are free and clear of any LiensLiens (other than the restrictions under applicable securities Laws and restrictions existing under the terms of the Governing Documents of the Company).

Capitalization of the Company. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (xi) 67,183,837 190,000,000 shares of Company Common Stock (including Company Restricted Stock), of which 32,095,913 shares are outstanding and (ii) 135,622,253 shares of Preferred Stock, of which 36,973,575 (A) 7,675,410 shares are issued and outstanding as of the date of this Agreement, and (y) 27,183,837 shares of have been designated Company Preferred Stock (of which (i) 5,613,529 shares are designated Series A Preferred Stock, par value $0.0001 per share, 5,151,610 of which 7,675,410 shares are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”)outstanding, (iiB) 3,485,318 9,148,940 shares are have been designated Company Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 of which 9,148,940 shares are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”)outstanding, (iiiC) 4,035,426 3,060,560 shares are have been designated Company Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which 3,060,560 shares are issued outstanding, (D) 27,812,260 shares have been designated Company Series B Preferred Stock, of which 27,812,260 shares are outstanding, (E) 23,822,065 shares have been designated Company Series C Preferred Stock, of which 23,822,065 shares are outstanding, (F) 26,092,812 shares have been designated Company Series D Preferred Stock, of which 20,968,375 shares are outstanding, and (G) 38,010,206 shares have been designated Company Series D-1 Preferred Stock, of which 32,521,937 shares are outstanding. The outstanding shares of capital stock contemplated by the immediately preceding sentence (A) constitute all of the outstanding shares of capital stock of the Company and (B) when combined with Interim Period issuances of shares of Company Common Stock pursuant to Company Options, will constitute, as of the date of this Agreement (the “Series A-2 Preferred Stock”)Closing, (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as all of the date outstanding shares of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as capital stock of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as Company. All of the date outstanding shares of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no capital stock or other authorized equity interests of the Company that are issued and outstanding. All of the issued and outstanding shares of Company Capital Stock (a1) have been duly authorized and validly issued and are fully paid and non-assessable; nonassessable, (b2) have been or will be offered, sold and issued in compliance compliance, in all material respects, with applicable Law, including federal and state securities Laws, and all requirements set forth in (i) the Company Governing Documents of the Company and (ii) any other applicable Contracts governing the issuance of such securities; , (c3) are not subject to, nor and have they not been issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, including federal and state securities Laws, or the Company Governing Documents of the Company or any Contract to which the any Company Group Member is a party or otherwise bound; is bound and (d4) are free and clear of any LiensLiens (other than the restrictions under applicable securities Laws and restrictions existing under the terms of the Governing Documents of the Company).

Capitalization of the Company. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (x) 67,183,837 380,000,000 shares of Company Common Stock, of which 36,973,575 9,336,153 shares are issued and outstanding as of the date of this Agreement, and (y) 27,183,837 297,200,725 shares of Company Preferred Stock (of which (i) 5,613,529 10,841,041 shares are designated Series A Preferred Stock, par value $0.0001 0.001 per share, 5,151,610 10,544,597 of which are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”), (ii) 3,485,318 12,353,927 shares are designated Series A-1 B Preferred Stock, par value $0.0001 0.001 per share, 3,485,318 12,353,927 of which are issued and outstanding as of the date of this Agreement (the “Series A-1 B Preferred Stock”), (iii) 4,035,426 36,455,504 shares are designated Series A-2 C Preferred Stock, par value $0.0001 0.001 per share, 4,035,426 35,559,955 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 C Preferred Stock”), (iv) 2,114,886 85,694,959 shares are designated Series A-3 D Preferred Stock, par value $0.0001 0.001 per share, 2,114,886 85,694,959 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 D Preferred Stock”), (v) 487,414 49,855,294 shares are designated Series A-4 D1 Preferred Stock, par value $0.0001 0.001 per share, 487,414 46,713,294 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 D1 Preferred Stock”), ) and (vi) 201,633 102,000,000 shares are designated Series A-5 D2 Preferred Stock, par value $0.0001 0.001 per share, 201,633 81,368,741 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 D2 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are issued and outstanding. All of the issued and outstanding shares of Company Capital Stock (ai) have been duly authorized and validly issued and are fully paid and non-assessable; (bii) have been or will be offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (i1) the Governing Documents of the Company and (ii2) any other applicable Contracts governing the issuance of such securities; (ciii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (div) are free and clear of any Liens.

Capitalization of the Company. (a1) As Immediately after the consummation of the date of this AgreementClosing, the authorized capital stock of the Company consists of shall consist of: Six Hundred Fifty Five Million Six Hundred Eighty Two Thousand One Hundred Seventy-Eight (x655,682,178) 67,183,837 shares of Company Common common stock, $0.0001 par value per share, of which, as of September 11, 2003, Twenty-One Million Nine Hundred Forty- Seven Thousand Forty-Two (21,947,042) shares were issued and outstanding; Two Million (2,000,000) shares of 7.875% Series B preferred stock, $0.0001 par value per share, of which no shares will be issued and outstanding; Five Hundred Thousand (500,000) shares of 9.125% Series C preferred stock, $0.0001 par value per share, of which no shares will be issued and outstanding; Two Million (2,000,000) shares of 9.30% Series D preferred stock, $0.0001 par value per share, of which no shares will be issued and outstanding; Two Million Two Hundred Thousand (2,200,000) shares of 9.25% Series E preferred stock, $0.0001 par value per share, of which no shares will be issued and outstanding; Three Hundred Thirty Million (330,000,000) shares of Excess Stock, $0.0001 par value per share, of which no shares will be issued and outstanding; Six Million Six Hundred Seventeen Thousand Eight Hundred Twenty-Two (6,617,822) shares of Series A Junior Participating Preferred Stock, of which 36,973,575 no shares are issued and outstanding as of the date of this Agreement, outstanding; and One Million (y1,000,000) 27,183,837 shares of Company Preferred Stock (7.8125% of which (i) 5,613,529 shares are designated Series A Preferred StockF preferred stock, $0.0001 par value $0.0001 of per share, 5,151,610 of which are issued and outstanding as of the date of this Agreement One Million (the “Series A Preferred Stock”), (ii1,000,000) 3,485,318 shares are designated Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 of which are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”), (iii) 4,035,426 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are will be issued and outstanding. All of the issued and outstanding shares of Company Capital Stock (a) have been duly authorized and validly issued and are fully paid and non-assessable; (b) have been or will be offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (i) the Governing Documents of the Company and (ii) any other applicable Contracts governing the issuance of such securities; (c) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (d) are free and clear of any Liens.

Capitalization of the Company. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (xi) 67,183,837 83,830,000 shares of Company Common Stock, of which 36,973,575 15,637,007 are outstanding as of the date of this Agreement (including in respect of shares of Company Restricted Stock) and (ii) 46,479,310 shares of Company Preferred Stock (of which (A) 5,889,829 shares are designated Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”), all of which are issued and outstanding as of the date of this Agreement, (B) 7,015,787 shares are designated as Series A-2 Preferred Stock (the “Series A-2 Preferred Stock”), 6,987,125 of which are issued and outstanding as of the date of this Agreement, (C) 6,949,142 shares are designated as Series B Preferred Stock (the “Series B Preferred Stock”), all of which are issued and outstanding as of the date of this Agreement, (D) 2,465,454 shares are designated as Series C-1 Preferred Stock (the “Series C-1 Preferred Stock”), none of which are issued and outstanding as of the date of this Agreement, (E) 9,936,529 shares are designated as Series C Preferred Stock (the “Series C Preferred Stock”), 9,936,528 of which are issued and outstanding as of the date of this Agreement, (F) 6,594,479 shares are designated Series D Preferred Stock (the “Series D Preferred Stock”), all of which are issued and outstanding as of the date of this Agreement, and (yG) 27,183,837 shares of Company Preferred Stock (of which (i) 5,613,529 7,628,090 shares are designated Series A E Preferred Stock (the “Series E Preferred Stock”), par value $0.0001 per share, 5,151,610 7,628,075 of which are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”)Agreement, (ii) 3,485,318 shares are designated Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 of which are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”), (iii) 4,035,426 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are is no other authorized equity interests capital stock of the Company that are is issued and outstanding. All of the issued and outstanding shares of Company Capital Stock (ai) have been duly authorized and validly issued and are fully paid and non-assessable; (bii) have been or will be offered, sold and issued (1) in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (i) the Governing Documents of the Company and (ii2) in compliance in all material respects with any other applicable Contracts governing the issuance of such securities; and (ciii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (d) are free and clear of any Liens.

Capitalization of the Company. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of of: (xi) 67,183,837 175,095,000 shares of Company Common Stock, of which 36,973,575 3,343,660 shares are issued and outstanding as of the date of this Agreement; (ii) 5,032,238 shares of Series Seed Shadow Preferred Stock, of which 2,020,309 shares are issued and outstanding as of the date of this Agreement; (iii) 15,174,130 shares of Series A Shadow Preferred Stock, of which 4,573,935 shares are issued and outstanding as of the date of this Agreement; (iv) 18,392,046 shares of Series B Shadow Preferred Stock, of which 12,234,661 shares are issued and outstanding as of the date of this Agreement; (v) 13,722,052 shares of Series C Shadow Preferred Stock, of which 10,211,548 shares are issued and outstanding as of the date of this Agreement; (vi) 4,707,494 shares of Series D Shadow Preferred Stock, of which 3,990,707 shares are issued and outstanding as of the date of this Agreement; (vii) 3,935,839 shares of Series D-1 Shadow Preferred Stock, of which 3,662,318 shares are issued and outstanding as of the date of this Agreement; (viii) 27,042,965 shares of Series D-2 Shadow Preferred Stock, of which 7,561,820 shares are issued and outstanding as of the date of this Agreement; (ix) 4,707,494 shares of Series D Exchange Shadow Preferred Stock, of which 239,405 shares are issued and outstanding as of the date of this Agreement; and (x) 3,935,839 shares of Series D-1 Exchange Shadow Preferred Stock, of which no shares are issued and outstanding as of the date of this Agreement, and (y) 27,183,837 shares of Company Preferred Stock (of which (i) 5,613,529 shares are designated Series A Preferred Stockand, par value $0.0001 per shareexcept as otherwise set forth in this Section 4.6, 5,151,610 of which are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”), (ii) 3,485,318 shares are designated Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 of which are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”), (iii) 4,035,426 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are issued and outstanding. The Company has provided to Acquiror a true, correct and complete capitalization table of the Company as of the date hereof, including, for each holder of Company Common Stock and Company Preferred Stock, the number of Company Common Stock or Company Preferred Stock held by such holder, as applicable, which, subject to Section 6.1, may be updated from time to time by the Company, by promptly providing an updated capitalization table to Acquiror. All of the issued and outstanding shares of Company Capital Common Stock and Company Preferred Stock: (ai) have been duly authorized and validly issued and are fully paid and non-assessable; (bii) have been or will be offered, sold and issued in compliance with applicable LawLaw in all material respects, including federal and state securities Laws, and all requirements set forth in (i1) the Governing Documents of the Company and (ii2) any other applicable Contracts governing the issuance of such securities; (ciii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound; and (div) are free and clear of any Liens other than Permitted Liens., restrictions on transfer arising under applicable securities Laws and Liens imposed under the Company’s Governing Documents. 38

Capitalization of the Company. (a) As of the date of this Agreement, the The authorized capital stock of (i) the Company consists of (x) 67,183,837 40,000,000 shares of Company Common Stock, (ii) 2,000,000 shares of Preferred Stock, 40,000 of which 36,973,575 are designated Series A Voting Convertible Preferred Stock, $0.01 par value per share and convertible into shares of Company Common Stock (the "Company Series A Preferred"), 500,000 of which are designated Series B Junior Participating Preferred Stock, $0.01 par value per share (the "Company Series B Preferred"), 150,000 of which are designated Series C Preferred Stock, $0.01 par value per share (the "Company Series C Preferred"), and 1,310,000 of which are designated Preferred Stock, $0.01 par value per share (the "Company Preferred" and together with the Company Common Stock, the Company Series A Preferred, the Company Series B Preferred and the Company Series C Preferred, the "Company Stock"). As of the Measurement Date, there were 14,384,390 shares of Company Common Stock (of which 189,750 were Company Restricted Shares) issued and outstanding, 40,000 shares of Company Series A Preferred issued and outstanding, no shares of Company Series B Preferred issued and outstanding, 135,217 shares of Company Series C Preferred issued and outstanding, and no shares of Company Preferred issued and outstanding. As of the Measurement Date, no shares of Company Common Stock were reserved for issuance except for (a) 2,150,795 shares of Company Common Stock that were reserved for issuance upon the exercise of outstanding options (the "Company Options"), (b) 719,320 shares of Company Common Stock reserved for issuance upon the exercise of outstanding warrants (the "Company Warrants") and (c) 3,529,412 shares of Company Common Stock reserved for issuance upon the conversion of the Company Series A Preferred for Company Common Stock. Between the Measurement Date and the date hereof, the Company has not issued any shares of Company Common Stock (other than pursuant to the exercise of Company Options outstanding as of the date of this Measurement Date) or awarded any Company Options. The Company Series B Preferred are issuable in connection with the rights to purchase those shares issued under the Rights Agreement, and (y) 27,183,837 shares of Company Preferred Stock (of which (i) 5,613,529 shares are designated Series A Preferred Stock, par value $0.0001 per share, 5,151,610 of which are issued and outstanding dated as of the date of this Agreement (the “Series A Preferred Stock”)June 28, (ii) 3,485,318 shares are designated Series A-1 Preferred Stock2004 and as amended on June 7, par value $0.0001 per share2006, 3,485,318 of which are issued by and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”), (iii) 4,035,426 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of between the Company that are issued and outstandingUMB Bank N.A., as rights agent. All of the issued and outstanding shares of Company Capital Stock (a) have been duly authorized and validly issued and are fully paid and non-assessable; (b) have been or will be offerednonassessable. As of the date hereof, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements except as set forth above and except for shares of Company Common Stock issuable pursuant to the Company Options, Company Warrants and the Company Series A Preferred outstanding as of the Measurement Date, there are no outstanding or authorized options, warrants, rights, calls, commitments, preemptive rights, subscriptions, claims of any character, convertible or exchangeable securities, or other Contracts, contingent or otherwise, relating to Company Common Stock or any capital stock or capital stock equivalent or other nominal interest in the Company or any of its Subsidiaries which relate to the Company (icollectively, "Company Equity Interests") pursuant to which the Governing Documents Company or any of its Subsidiaries is or may become obligated to issue or sell shares of its capital stock or other equity interests or any securities convertible into, or exchangeable for, or evidencing the right to subscribe for, any Company Equity Interests. There are no outstanding obligations of the Company and (ii) to repurchase, redeem or otherwise acquire any other applicable Contracts governing the issuance of such securities; (c) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents outstanding securities of the Company or any Contract Company Equity Interests. There are no Contracts to which the Company is a party relating to the issuance, sale, transfer, registration or otherwise bound; and (d) are free and clear voting of any Liensequity securities or other securities of the Company except as listed on Section 3.4(a) of the Company Disclosure Schedule. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which Company Stockholders may vote are issued or outstanding as of the date hereof.

Capitalization of the Company. (a) As of the date of this Agreementhereof, the authorized capital stock of the Company consists of of: (xA) 67,183,837 10,000,000 shares of Company Class A Common Stock, par value $0.25 per share, of which 36,973,575 3,143,125 shares are issued and outstanding as of the date of this Agreement, and outstanding; (yB) 27,183,837 10,000,000 shares of Company Preferred Stock (Class B Common Stock, par value $0.25 per share, of which (i) 5,613,529 2,796,555 shares are designated Series A outstanding; (C) 200,000 shares of six percent (6%) Voting Cumulative Preferred Stock, par value $0.0001 0.25 per shareshare ("6% Preferred Stock"), 5,151,610 of which 200,000 shares are issued and outstanding as outstanding; (D) 30,000 shares of the date Preferred Stock, no par value ("No Par Preferred Stock"), of this Agreement which no shares are outstanding; (the “E) 1,000,000 shares of 10% Cumulative Convertible Voting Preferred Stock-Series A, par value $0.025 per share ("Series A Preferred Stock”"), (ii) 3,485,318 of which 407,240 shares are designated outstanding; (F) 400,000 shares of 10% Cumulative Convertible Voting Preferred Stock - Series A-1 Preferred StockB, par value $0.0001 0.025 per shareshare ("Series B Preferred Stock"), 3,485,318 of which are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”), (iii) 4,035,426 400,000 shares are designated Series A-2 outstanding; and (G) 2,600,000 shares of Blank Check Preferred Stock, par value $0.0001 per share, 4,035,426 of which no shares are issued and outstanding as outstanding. At the Closing (after giving effect to the Certificate of Amendment), the authorized capital stock of the date Company will consist of this Agreement 20,000,000 shares of Class A Common Stock, those securities described in clauses (B) through (F) of the “Series A-2 Preferred Stock”)preceding sentence, (iv) 2,114,886 2,633,333 shares are designated Series A-3 of Blank Check Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued no shares will be outstanding, and outstanding as 4,166,667 shares of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and 4,166,667 shares will be outstanding as (assuming the exercise of all Rights). No other class of capital stock of the Company is, or at the Closing will be, authorized or issued. From the date hereof until the Closing, except for the conversion of this Agreement (the “outstanding shares of Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 A Preferred Stock, par value $0.0001 per shareSeries B Preferred Stock and Class B Common Stock in accordance with their terms, 201,633 the Company will not issue any shares of which are issued and its capital stock. All outstanding as shares of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests capital stock of the Company that are issued and outstanding. All of the issued and outstanding shares of Company Capital Stock (a) have been duly authorized and authorized, are validly issued and are issued, fully paid and non-assessable; (b) nonassessable and have been or will be offered, sold and issued in compliance with applicable Law, including federal and state securities Lawslaws. At the Closing, and all requirements set forth in (i) the Governing Documents of the Company and (ii) any other applicable Contracts governing the issuance of such securities; (c) are not subject toShares will be duly authorized and, nor have they been when issued in violation ofaccordance with this Agreement, any purchase optionwill be validly issued, call option, right fully paid and nonassessable. The Rights and the shares of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents Preferred Stock issuable upon exercise of the Company or any Contract to which Rights have been duly authorized and, when issued and paid for, will be validly issued, fully paid and nonassessable. The Conversion Shares are duly authorized and reserved for issuance upon conversion of the Company is a party or otherwise bound; and (d) are free and clear of any Liens.Shares and, when issued in accordance

Capitalization of the Company. (a) As of the date of this Agreement, the authorized share capital stock of the Company consists is $260.94980, comprised of (xi) 67,183,837 shares 16,232,651 Company Ordinary Shares par value of Company Common Stock$0.00001 per share, of which 36,973,575 shares 2,268,736 Company Ordinary Shares are issued and outstanding, and (ii) 9,862,329 Preferred Shares par value of $0.00001 per share (of which (A) 698,000 shares are designated Series Seed Preferred Shares, of which 698,000 Series Seed Preferred Shares are issued and outstanding, (B) 1,314,285 shares are designated Series A1 Preferred Shares, of which 1,314,285 Series A1 Preferred Shares are issued and outstanding, (C) 264,983 shares are designated Series A2 Preferred Shares, of which 264,983 Series A2 Preferred Shares are issued and outstanding, (D) 2,352,445 shares are designated Series B Preferred Shares, of which 2,352,445 Series B Preferred Shares are issued and outstanding, and (E) 5,232,616 shares are designated Series C Preferred Shares, of which 3,232,616 Series C Preferred Shares are issued and outstanding). Set forth in Section 3.3(a) of the Company Disclosure Schedules is a true and correct list of each holder of Company Shares and the number of Company Shares held by each such holder as of the date hereof. Except as set forth in Section 3.3(a) of the Company Disclosure Schedules, there are no other shares of the Company issued or outstanding as of the date of this Agreement, and (y) 27,183,837 shares of Company Preferred Stock (of which (i) 5,613,529 shares are designated Series A Preferred Stock, par value $0.0001 per share, 5,151,610 of which are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”), (ii) 3,485,318 shares are designated Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 of which are issued and outstanding as of the date of this Agreement (the “Series A-1 Preferred Stock”), (iii) 4,035,426 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no other authorized equity interests of the Company that are issued and outstanding. All of the issued and outstanding shares of Company Capital Stock Shares: (ax) have been duly authorized and validly issued and allotted and are fully paid and non-assessable; (by) have been or will be offered, sold and issued by the Company in compliance with applicable Law, including federal and state securities Lawsthe Cayman Act, and all requirements set forth in (iA) the Governing Documents of Company Charter and the Company Investor Rights Agreement and (iiB) any other applicable Contracts governing the issuance or allotment of such securitiessecurities to which the Company is a party or otherwise bound; and (cz) are not subject to, nor have they been issued in violation of, any Encumbrance, purchase option, call option, right of first refusal, preemptive pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Company Organizational Documents of the Company or any Contract other Contract, in any such case to which the Company is a party or otherwise bound; and (d) are free and clear of any Liens.