Common use of Authorized and Outstanding Capital Stock of Company Clause in Contracts

Authorized and Outstanding Capital Stock of Company. The authorized capital stock of the Company consists solely of (i) 332,500,000 shares of Company Common Stock, par value $0.0001 per share, and (ii) 249,877,800 shares of Company Preferred Stock, par value $0.0001, of which 29,407,695 shares are designated as Series C-1 Preferred Stock, 39,320,037 shares are designated as Series C-2A Preferred Stock, 71,516,656 shares are designated as Series C-2B Preferred Stock, 45,333,412 shares are designated as Series D Preferred Stock and 64,300,000 shares are designated as Series E Preferred Stock. A total of 12,054,336 shares of Company Common Stock, 28,872,721 shares of Series C-1 Preferred Stock, 38,994,639 shares of Series C-2A Preferred Stock, 70,345,689 shares of Series C-2B Preferred Stock, 44,047,993 shares of Series D Preferred Stock and 57,118,400 shares of Series E Preferred Stock are issued and outstanding as of the Agreement Date. The Company holds no treasury stock. The number of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is set forth on Schedule 2.2(a)-1 of the Company Disclosure Letter. No shares of Company Capital Stock are issued or outstanding as of the Closing Date that are not set forth on Schedule 2.2(a)-1 except for shares of Company Common Stock issued pursuant to the exercise of outstanding Company Options or Company Warrants listed on Schedule 2.2(b). All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission or “put” right, right of first refusal, preemptive right or “call” right, and have been offered, issued, sold and delivered by Company in material compliance with all applicable Legal Requirements and all requirements set forth in applicable Contracts. The Company has never declared or paid any dividends on any shares of Company Capital Stock. There is no Liability for dividends accrued and unpaid by Company. As of the date of the Agreement, each share of Company Preferred Stock is, and will be as of the Closing Date, convertible into one share of Company Common Stock. Each Company Stockholder listed in the Spreadsheet or the Company Capitalization Certificate holds good and valid title to the shares of Company Capital Stock listed in the Spreadsheet or in the Company Capitalization Certificate as being held by such Company Stockholder. Each of the Company Preferred Stockholders is an accredited investor.

Authorized and Outstanding Capital Stock of Company. The authorized capital stock of the Company consists solely of (i) 332,500,000 25,000,000 shares of which: 20,000,000 shares are designated as Company Common Stock, par value $0.0001 per share, and (ii) 249,877,800 shares of Company Preferred Stock, par value $0.0001, of which 29,407,695 5,623,417 shares are issued and outstanding; and 5,000,000 shares are designated as Company Series C-1 Preferred A Stock, 39,320,037 of which 4,631,237 shares are designated as Series C-2A Preferred Stock, 71,516,656 shares are designated as Series C-2B Preferred Stock, 45,333,412 shares are designated as Series D Preferred Stock and 64,300,000 shares are designated as Series E Preferred Stock. A total of 12,054,336 shares of Company Common Stock, 28,872,721 shares of Series C-1 Preferred Stock, 38,994,639 shares of Series C-2A Preferred Stock, 70,345,689 shares of Series C-2B Preferred Stock, 44,047,993 shares of Series D Preferred Stock and 57,118,400 shares of Series E Preferred Stock are issued and outstanding as outstanding; The name of each Company Stockholder, the Agreement Date. The Company holds no treasury stock. The address of such stockholder, the number of issued and outstanding shares of Company Capital Stock held by each such Stockholder, whether the shares are Company Stockholder as of Common Stock or Company Series A Stock, the Agreement Date purchase price, the purchase date and the certificate number is set forth on in Schedule 2.2(a)-1 of the Company Disclosure Letter2.3(a). No shares of Company Capital Stock are issued or outstanding as of the Closing Date that are not set forth on in Schedule 2.2(a)-1 except for 2.3(a). Company holds no treasury shares. Each Company Stockholder has good and marketable title to that number of shares of Company Common Stock issued pursuant to the exercise of outstanding as set forth beside such Company Options or Company Warrants listed Stockholder’s name on Schedule 2.2(b2.3(a), free and clear of all encumbrances, liens, agreements, voting trusts, proxies and other arrangements or restrictions of any kind whatsoever, other than as a result of the Voting Agreements. No equity securities of Company shall be issued and outstanding at the Effective Time other than Company Stock and Company Options. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission or “put” rightrescission, right of first refusal, refusal or preemptive right or “call” right, and have been offered, issued, sold and delivered by Company in material compliance with all requirements of applicable Legal Requirements laws and all requirements set sets forth in applicable Contracts. The Company has never declared agreements or paid any dividends on any shares of Company Capital Stockinstruments. There is no Liability liability for dividends accrued and unpaid by Company. As of the date of the The vote required to approve this Agreement, each share of Company Preferred Stock isthe Ancillary Agreements, the Merger and will be as of the Closing Date, convertible into one share of Company Common Stock. Each Company Stockholder listed in the Spreadsheet or the Company Capitalization Certificate holds good and valid title to the shares of Company Capital Stock listed in the Spreadsheet or in the Company Capitalization Certificate as being held by such Company Stockholder. Each transactions contemplated hereby is (i) a majority of the Company Preferred Stockholders is an accredited investorCommon Stock and Company Series A Stock voting together and (ii) a majority of the Company Series A Stock.

Authorized and Outstanding Capital Stock of Company. The authorized capital stock of the Company consists solely of (i) 332,500,000 10,000,000 shares of Company Common Stock, par value $0.0001 per share, and (ii) 249,877,800 5,000,000 shares of Company Preferred Stock, par value $0.0001, of which 29,407,695 1,205,043 shares are designated as Company Series C-1 A Preferred Stock, 39,320,037 767,512 shares are designated as Company Series C-2A B Preferred Stock, 71,516,656 Stock and 700,000 shares are designated as Company Series C-2B Preferred Stock, 45,333,412 shares are designated as Series D Preferred Stock and 64,300,000 shares are designated as Series E C Preferred Stock. A total of 12,054,336 2,629,629.856 shares of Company Common Stock, 28,872,721 1,191,210 shares of Company Series C-1 A Preferred Stock, 38,994,639 619,570 shares of Company Series C-2A Preferred Stock, 70,345,689 shares of Series C-2B Preferred Stock, 44,047,993 shares of Series D B Preferred Stock and 57,118,400 651,764 shares of Company Series E C Preferred Stock are issued and outstanding as of the Agreement Date. The Company holds no treasury stock. The number of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is set forth on Schedule 2.2(a)-1 of the Company Disclosure Letter. No shares of Company Capital Stock are issued or outstanding as of the Closing Date that are not set forth on Schedule 2.2(a)-1 except for shares of Company Common Stock issued pursuant to the exercise of outstanding Company Options or Company Warrants listed on Schedule 2.2(b). All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission or “put” right, right of first refusal, preemptive right or “call” right, and have been offered, issued, sold and delivered by Company in material compliance with all applicable Legal Requirements requirements of Applicable Laws and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by Company. The Company has never declared or paid any dividends on any shares of Company Capital Stock. There is no Liability for dividends accrued and unpaid by Company. As of the date of the Agreement, each share of Company Preferred Stock is, and will be as of the Closing Date, convertible into one share of Company Common Stock. Each Company Stockholder listed in the Spreadsheet or the Company Capitalization Certificate holds good Stock (after giving effect to any anti-dilution and valid title to the shares of Company Capital Stock listed in the Spreadsheet or in the Company Capitalization Certificate as being held by such Company Stockholder. Each of the Company Preferred Stockholders is an accredited investorsimilar adjustments).

Authorized and Outstanding Capital Stock of Company. The authorized capital stock of the Company consists solely of (i) 332,500,000 120,000,000 shares of Company Common Stock, par value $0.0001 per share, and (ii) 249,877,800 70,360,000 shares of Company Preferred Stock, par value $0.0001, of which 29,407,695 6,000,000 shares are designated as Company Series C-1 Preferred A1 Stock, 39,320,037 24,360,000 shares are designated as Company Series C-2A Preferred Stock, 71,516,656 A2 Stock and 40,000,000 shares are designated as Company Series C-2B Preferred Stock, 45,333,412 shares are designated as Series D Preferred Stock and 64,300,000 shares are designated as Series E Preferred B Stock. A total of 12,054,336 14,765,413 shares of Company Common Stock, 28,872,721 6,000,000 shares of Company Series C-1 Preferred A1 Stock, 38,994,639 24,000,000 shares of Company Series C-2A Preferred Stock, 70,345,689 A2 Stock and 35,757,577 shares of Company Series C-2B Preferred Stock, 44,047,993 shares of Series D Preferred Stock and 57,118,400 shares of Series E Preferred B Stock are issued and outstanding as of the Agreement Date. The Company holds no treasury stock. The number of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is set forth on Schedule 2.2(a)-1 of the Company Disclosure Letter. No shares of Company Capital Stock are issued or outstanding as of the Closing Date that are not set forth on Schedule 2.2(a)-1 except for shares of Company Common Stock issued pursuant to the exercise of outstanding Company Options or Company Warrants listed on Schedule 2.2(b)Warrants. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission or “put” right, right of first refusal, preemptive right or “call” rightright to which the Company is a party or by which it is bound, and have been offered, issued, sold and delivered by Company in material compliance with all applicable Legal Requirements requirements of Applicable Laws and all requirements set forth in Contracts applicable Contractsto such sales to which the Company is a party or by which it is bound. The Company has never declared or paid any dividends on any shares of Company Capital Stock. There is no Liability for dividends accrued and unpaid by Company. As of the date of the Agreement, each Each share of Company Preferred Stock is, and will be as of the Closing Date, is convertible into one share of Company Common Stock. Each Company Stockholder listed in the Spreadsheet or the Company Capitalization Certificate holds good and valid title to the shares of Company Capital Stock listed in the Spreadsheet or in the Company Capitalization Certificate as being held by such Company Stockholder. Each of the Company Preferred Stockholders is an accredited investor.

Authorized and Outstanding Capital Stock of Company. The authorized capital stock of the Company consists solely of (i) 332,500,000 42,000,000 shares of Company Common Stock, par value $0.0001 per share, and (ii) 249,877,800 19,000,000 shares of Company Preferred Stock, par value $0.0001, of which 29,407,695 7,500,000 shares are designated as Company Series C-1 Preferred Stock, 39,320,037 A Stock and 11,500,000 shares are designated as Company Series C-2A Preferred Stock, 71,516,656 shares are designated as Series C-2B Preferred Stock, 45,333,412 shares are designated as Series D Preferred Stock and 64,300,000 shares are designated as Series E Preferred B Stock. A total of 12,054,336 17,352,016 shares of Company Common Stock, 28,872,721 6,860,821 shares of Company Series C-1 Preferred Stock, 38,994,639 A Stock and 7,823,608 shares of Company Series C-2A Preferred Stock, 70,345,689 shares of Series C-2B Preferred Stock, 44,047,993 shares of Series D Preferred Stock and 57,118,400 shares of Series E Preferred B Stock are issued and outstanding as of the Agreement Date. The Company holds no treasury stock. The number of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is set forth on Schedule 2.2(a)-1 of the Company Disclosure Letter. No shares of Company Capital Stock are issued or outstanding as of the Closing Date that are not set forth on Schedule 2.2(a)-1 except for shares of Company Common Stock issuable and issued pursuant to the exercise of outstanding Company Options or Company Warrants listed on Schedule 2.2(b). All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, and other than shares of Company Common Stock issuable upon exercise options issued pursuant to the Mobile Complete, Inc. 2005 Stock Option Plan, are not subject to any right of rescission or “put” right, right of first refusal, preemptive right or “call” right, and have been offered, issued, sold and delivered by Company in material compliance with all applicable Legal Requirements requirements of Applicable Laws and all requirements set forth in applicable Contracts. There are no outstanding shares of Company Capital Stock subject to vesting. The Company has never declared or paid any dividends on any shares of Company Capital Stock. There is no Liability for dividends accrued and unpaid by Company. As of the date of the Agreement, each Each share of Company Preferred Stock is, and will be as of the Closing Date, is convertible into one share of Company Common Stock. Each Company Stockholder listed in the Spreadsheet or the Company Capitalization Certificate holds good and valid title to the shares of Company Capital Stock listed in the Spreadsheet or in the Company Capitalization Certificate as being held by such Company Stockholder. Each of the Company Preferred Stockholders is an accredited investor.

Authorized and Outstanding Capital Stock of Company. The authorized capital stock of the Company consists solely of (i) 332,500,000 57,715,505 shares of Company Common Stock, par value $0.0001 per share, and (ii) 249,877,800 14,583,346 shares of Company Preferred Stock, par value $0.0001, of which 29,407,695 10,560,357 shares are designated as Company Series C-1 Preferred Stock, 39,320,037 A Stock and 4,022,989 shares are designated as Company Series C-2A Preferred Stock, 71,516,656 shares are designated as Series C-2B Preferred Stock, 45,333,412 shares are designated as Series D Preferred Stock and 64,300,000 shares are designated as Series E Preferred B Stock. A total of 12,054,336 17,901,090 shares of Company Common Stock, 28,872,721 10,344,840 shares of Company Series C-1 Preferred Stock, 38,994,639 A Stock and 3,017,243 shares of Company Series C-2A Preferred Stock, 70,345,689 shares of Series C-2B Preferred Stock, 44,047,993 shares of Series D Preferred Stock and 57,118,400 shares of Series E Preferred B Stock are issued and outstanding as of the Agreement Date. The Company holds no treasury stock. The number of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date is set forth on Schedule 2.2(a)-1 of the Company Disclosure Letter. No shares of Company Capital Stock are issued or outstanding as of the Closing Date that are not set forth on Schedule 2.2(a)-1 except for shares of Company Common Stock issued pursuant to the exercise of outstanding Company Options or Company Warrants listed on Schedule 2.2(b). All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission or “put” right, right of first refusal, preemptive right or “call” right, and have been offered, issued, sold and delivered by the Company in material compliance with all applicable Legal Requirements and all requirements set forth in the Contracts applicable Contracts. The to such sales to which the Company has never declared or paid any dividends on any shares of Company Capital Stockis a party. There is no Liability for dividends accrued and unpaid by the Company. As of the date of the AgreementApril 25, 2011, each share of Company Preferred Series A Stock is, and will be as of the Closing Date, is convertible into one share 2.3014012 shares of Company Common Stock. Each As of April 25, 2011, each share of Company Stockholder listed in the Spreadsheet or the Company Capitalization Certificate holds good and valid title to the Series B Stock is convertible into 1.2305352 shares of Company Capital Stock listed Common Stock. There are fewer than 35 Company Stockholders or Holdco Stockholders that are not “accredited investors” (as defined in the Spreadsheet or in the Company Capitalization Certificate as being held by such Company Stockholder. Each Rule 501 of the Company Preferred Stockholders is an accredited investorSecurities Act).