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

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists of 174,366,666 shares of Company Common Stock, of which 3,791460 shares of Company Common Stock are issued and outstanding as of the Agreement Date, and 107,105,709 shares of Company Preferred Stock, consisting of 24,485,000 shares designated Series B Preferred Stock, all of which are issued and outstanding as of the Agreement Date, 1,000,000 shares designated Series B-1 Preferred Stock, no shares of which are issued and outstanding as of the Agreement Date, 14,848,484 shares designated Series C Preferred Stock, all of which are issued and outstanding as of the Agreement Date, 12,121,212 shares designated Series D Preferred Stock, all of which are issued and outstanding, 1,287,878 shares designated Series D-1 Preferred Stock, no shares of which are issued and outstanding as of the Agreement Date, 996,469 shares designated Series E Preferred Stock, 746,237 of which are issued and outstanding as of the Agreement Date, 50,166,666 shares designated Series E-1 Preferred Stock, 40,769,257 of which are issued and outstanding as of the Agreement Date, and 2,200,000 shares designated Series E-2 Preferred Stock, 1,888,960 shares of which are issued and outstanding as of the Agreement Date. The number of issued and outstanding shares of Company Capital Stock held by each stockholder as of the Agreement Date have been made available to the Parent, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on documents made available to Parent, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on documents made available to Parent except for shares of Company Capital Stock issued pursuant to the exercise of outstanding (i) Company Options listed on documents made available to Parent and (ii) Company Warrants, Series E-1 In-The Money Warrants and the CapIP Warrant listed on documents made available to Parent. The Company holds no treasury shares. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and, except under the agreements to be terminated pursuant to Section 8.2(h) hereof, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 174,366,666 75,000,000 shares of Company Common Stock and 40,805,183 shares of Preferred Stock, of which 1,799,365 shares are designated as Company Series A Stock, 2,305,818 shares are designated as Company Series B Stock and 36,700,000 shares are designated as Company Series C Stock. A total of 11,799,337 shares of Company Common Stock, of which 3,791460 1,799,365 shares of Company Common Series A Stock, 2,184,163 shares of Company Series B Stock and 34,963,285 shares of Company Series C Stock are issued and outstanding as of the Agreement Date, and 107,105,709 . Each share of Company Series A Stock is convertible into 2.83913 shares of Company Preferred Common Stock, consisting each share of 24,485,000 shares designated Company Series B Preferred Stock is convertible into 2.84170 shares of Company Common Stock and each share of Company Series C Stock is convertible into one share of Company Common Stock, all of which are . All issued and outstanding as shares of Preferred Stock converted into shares of Company Common Stock prior to the Effective Time shall have been converted in accordance with Applicable Law, the Company’s Certificate of Incorporation and applicable Contracts. Schedule 4.4(a) of the Agreement DateCompany Disclosure Letter sets forth, 1,000,000 shares designated Series B-1 Preferred Stock, no shares of which are for issued and outstanding as shares of the Agreement Date, 14,848,484 shares designated Series C Preferred Company Capital Stock, all (i) the name of which are issued each Company Stockholder, (ii) the numbers and outstanding as kind of the Agreement Date, 12,121,212 shares designated Series D Preferred Stock, all of which are issued and outstanding, 1,287,878 shares designated Series D-1 Preferred Stock, no shares of which are issued and outstanding as of the Agreement Date, 996,469 shares designated Series E Preferred Stock, 746,237 of which are issued and outstanding as of the Agreement Date, 50,166,666 shares designated Series E-1 Preferred Stock, 40,769,257 of which are issued and outstanding as of the Agreement Date, and 2,200,000 shares designated Series E-2 Preferred Stock, 1,888,960 shares of which are issued and outstanding as of the Agreement Date. The number of issued and outstanding shares of Company Capital Stock held by each stockholder Company Stockholder, (iii) the purchase price per share of such Company Capital Stock, (iv) the number of such Unvested Company Shares held and the vesting schedule, if any, for such Company Capital Stock (and the terms of the Company’s rights to repurchase any Unvested Company Shares), (v) the extent such Company Capital Stock is vested and unvested as of the Agreement Date have been made available to Date, (vi) whether the Parentvesting of such Company Capital Stock shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any, and no (vii) whether an election under Section 83(b) of the Code with respect to such Company Capital Stock has been timely filed with the Internal Revenue Service. No shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on documents made available to Parent, Schedule 4.4(a) of the Company Disclosure Letter and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on documents made available to Parent Schedule 4.4(a) of the Company Disclosure Letter, except for shares of Company Capital Common Stock issued pursuant to the exercise of outstanding (i) Company Options listed on documents made available to Parent and (ii) Schedule 4.4(b)-1 of the Company Warrants, Series E-1 In-The Money Disclosure Letter or outstanding Company Warrants and the CapIP Warrant listed on documents made available Schedule 4.4(b)-2 of the Company Disclosure Letter or pursuant to Parentthe conversion of outstanding shares of Preferred Stock. The Company holds no treasury shares. Each Company Stockholder has good and marketable title to that number of shares of Company Common Stock and/or Preferred Stock as set forth beside such Company Stockholder’s name on Schedule 4.4(a) of the Company Disclosure Letter, free and clear of any Encumbrance. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and, except under the agreements to be terminated pursuant to Section 8.2(h) hereof, and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 174,366,666 20,000,000 shares of Company Common Stock and 11,370,000 shares of Company Preferred Stock, of which 800,000 shares have been designated Company Series A Preferred Stock, 475,000 shares have been designated Company Series A-1 Preferred Stock, 1,600,000 shares have been designated Company Series B Preferred Stock, 4,700,000 shares have been designated Company Series C Preferred Stock, 45,000 shares have been designated Company Series C-2 Preferred Stock and 3,750,000 shares have been designated Company Series D Preferred Stock. As of the Agreement Date, 1,898,425 shares of Company Common Stock, 634,461 shares of which 3,791460 Company Series A Preferred Stock, 377,248 shares of Company Series A-1 Preferred Stock, 865,029 shares of Company Series B Preferred Stock, 4,463,068 shares of Company Series C Preferred Stock, 39,848 shares of Company Series C-2 Preferred Stock and 3,668,733 shares of Company Series D Preferred Stock are issued and outstanding. As of the Agreement Date, 1,673,678 shares of Company Common Stock are issued subject to outstanding Company Options and 102,701 shares of Company Common Stock are subject to outstanding warrants of the Company. Section 3.4(a) of the Company Disclosure Schedule sets forth, as of the Agreement Date, a complete and 107,105,709 correct list of each record holder of Company Capital Stock, including for each such holder (i) the number of shares of Company Preferred Stockeach class and series held by such holder, consisting (ii) the address of 24,485,000 shares designated Series B Preferred Stockrecord for such holder, all (iii) the date of which are issued issuance and outstanding as the certificate numbers of the Agreement Date, 1,000,000 shares designated Series B-1 Preferred Stock, no shares of which are issued and outstanding as of the Agreement Date, 14,848,484 shares designated Series C Preferred Stock, all of which are issued and outstanding as of the Agreement Date, 12,121,212 shares designated Series D Preferred Stock, all of which are issued and outstanding, 1,287,878 shares designated Series D-1 Preferred Stock, no shares of which are issued and outstanding as of the Agreement Date, 996,469 shares designated Series E Preferred Stock, 746,237 of which are issued and outstanding as of the Agreement Date, 50,166,666 shares designated Series E-1 Preferred Stock, 40,769,257 of which are issued and outstanding as of the Agreement Date, and 2,200,000 shares designated Series E-2 Preferred Stock, 1,888,960 shares of which are issued and outstanding as of the Agreement Date. The number of issued and outstanding shares of Company Capital Stock held by each stockholder as such holder, (iv) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise of Company Options, and (v) whether any shares of Company Capital Stock were eligible for an election under Section 83(b) of the Agreement Date have been made available to Code, including the Parentdate of issuance of such shares, and no whether such election under Section 83(b) of the Code was timely made. No shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on documents made available to Parent, and no such shares shall be issued or outstanding as in Section 3.4(a) of the Closing Date that are Company Disclosure Schedule. The Company does not set forth on documents made available to Parent except for hold any treasury stock and does not otherwise own any shares of Company Capital Stock issued pursuant to the exercise of outstanding (i) Company Options listed on documents made available to Parent and (ii) Company Warrants, Series E-1 In-The Money Warrants and the CapIP Warrant listed on documents made available to Parent. The Company holds no treasury sharesStock. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued, are fully paid and nonassessable, (y) were not issued in violation of and, except under the agreements to be terminated pursuant to Section 8.2(h) hereof, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law applicable Law, the Charter Documents, and all requirements set forth in applicable Contracts, and (z) are not subject to right of rescission, right of first refusal or preemptive right under applicable Law, the Charter Documents or any Contract to which the Company is a party. There is no Liability for dividends accrued and unpaid by the Company. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. The allocation of the Total Merger Consideration among the Company Securityholders pursuant to the terms hereof complies with the Charter Documents of the Company.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 174,366,666 8,950,000 shares of Company Common Stock and 4,933,223 shares of Company Preferred Stock, of which 1,985,006 shares have been designated Series A Preferred Stock, 813,233 shares have been designated Series A-1 Preferred Stock, 1,608,826 shares have been designated Series B-1 Preferred Stock and 526,158 shares have been designated Series B-2 Preferred Stock. As of the Agreement Date, 2,367,344 shares of Company Common Stock, of which 3,791460 1,985,006 shares of Company Common Series A Preferred Stock, 813,233 shares of Company Series A-1 Preferred Stock, 1601,156 shares of Company Series B-1 Preferred Stock and 526,158 shares of Company Series B-2 Preferred Stock are issued and outstanding outstanding. Section 2.4(a) of the Disclosure Schedule sets forth, as of the Agreement Date, a complete and 107,105,709 correct list of each record holder of Company Capital Stock, including for each such holder (i) the number of shares of Company Preferred Stockeach class and series held by such holder, consisting (ii) the date of 24,485,000 shares designated Series B Preferred Stock, all of which are issued issuance and outstanding as the certificate numbers of the Agreement Date, 1,000,000 shares designated Series B-1 Preferred Stock, no shares of which are issued and outstanding as of the Agreement Date, 14,848,484 shares designated Series C Preferred Stock, all of which are issued and outstanding as of the Agreement Date, 12,121,212 shares designated Series D Preferred Stock, all of which are issued and outstanding, 1,287,878 shares designated Series D-1 Preferred Stock, no shares of which are issued and outstanding as of the Agreement Date, 996,469 shares designated Series E Preferred Stock, 746,237 of which are issued and outstanding as of the Agreement Date, 50,166,666 shares designated Series E-1 Preferred Stock, 40,769,257 of which are issued and outstanding as of the Agreement Date, and 2,200,000 shares designated Series E-2 Preferred Stock, 1,888,960 shares of which are issued and outstanding as of the Agreement Date. The number of issued and outstanding shares of Company Capital Stock held by each stockholder as such holder, (iii) whether any of such shares of Company Capital Stock (and, if so, how many) were received upon the exercise of unvested Company Options at the time of exercise and (iv) whether any shares of Company Capital Stock were eligible for an election under Section 83(b) of the Agreement Date have been made available to Code, and, if so eligible, whether such election under Section 83(b) of the Parent, and no Code was timely made. No shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on documents made available to Parent, and no such shares shall be issued or outstanding as in Section 2.4(a) of the Closing Date that are Disclosure Schedule. The Company does not set forth on documents made available to Parent except for hold any treasury stock and does not otherwise own any shares of Company Capital Stock issued pursuant to the exercise of outstanding (i) Company Options listed on documents made available to Parent and (ii) Company Warrants, Series E-1 In-The Money Warrants and the CapIP Warrant listed on documents made available to Parent. The Company holds no treasury sharesStock. All issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued, are fully paid and nonassessable, (y) were not issued in violation of and, except under the agreements to be terminated pursuant to Section 8.2(h) hereof, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law applicable Law, its Charter Documents, and all requirements set forth in applicable Contracts, and (z) are not subject to right of rescission, right of first refusal or preemptive right under applicable Law, the Charter Documents or any Contract to which the Company is a party. None of the outstanding shares of Company Capital Stock are subject to vesting or risk of forfeiture. There is no Liability for dividends accrued and unpaid by the Company. The Company has never issued any physical certificates representing shares of Company Capital Stock. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. The allocation of the Merger Consideration among the Company Securityholders pursuant to the terms hereof complies with the Charter Documents of the Company.

Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 174,366,666 50,000,000 shares of Company Common Stock, 2,321,300 shares of which 3,791460 Company Series A Stock, 3,600,000 shares of Company Series B Stock, 1,600,000 shares of Company Series C Stock, 3,000,000 shares of Company Series D Stock, 330,000 shares of Company Series D1 Stock, 450,000 shares of Company Series D2 Stock, 3,782,157 shares of Company Series D3 Stock and 3,749,720 shares of Company Series E Stock. A total of 7,749,196 shares of Company Common Stock, 2,321,300 shares of Company Series A Stock, 3,600,000 shares of Company Series B Stock, 1,600,000 shares of Company Series C Stock, 3,000,000 shares of Company Series D Stock, 330,000 shares of Company Series D1 Stock, 450,000 shares of Company Series D2 Stock, 3,782,157 shares of Company Series D3 Stock and 3,749,720 shares of Company Series E Stock are issued and outstanding as of the Agreement Date, . Each share of Company Preferred Stock is convertible into one share of Company Common Stock. All issued and 107,105,709 outstanding shares of Company Preferred Stock, consisting of 24,485,000 shares designated Series B Preferred Stock, all of which are issued and outstanding as of the Agreement Date, 1,000,000 shares designated Series B-1 Preferred Stock, no Stock converted into shares of which are issued Company Common Stock prior to the Effective Time shall have been converted in accordance with Applicable Law, the Company’s Articles of Incorporation and outstanding as of the Agreement Date, 14,848,484 shares designated Series C Preferred Stock, all of which are issued and outstanding as of the Agreement Date, 12,121,212 shares designated Series D Preferred Stock, all of which are issued and outstanding, 1,287,878 shares designated Series D-1 Preferred Stock, no shares of which are issued and outstanding as of the Agreement Date, 996,469 shares designated Series E Preferred Stock, 746,237 of which are issued and outstanding as of the Agreement Date, 50,166,666 shares designated Series E-1 Preferred Stock, 40,769,257 of which are issued and outstanding as of the Agreement Date, and 2,200,000 shares designated Series E-2 Preferred Stock, 1,888,960 shares of which are issued and outstanding as of the Agreement Dateapplicable Contracts. The number numbers and kind of issued and outstanding shares of Company Capital Stock (and the applicable conversion ratios for Company Preferred Stock) held by each stockholder Company Shareholder as of the Agreement Date have been made available to are set forth on Schedule 3.4(a) of the ParentCompany Disclosure Letter, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on documents made available to ParentSchedule 3.4(a) of the Company Disclosure Letter, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on documents made available to Parent Schedule 3.4(a) of the Company Disclosure Letter except for shares of Company Capital Stock issued pursuant to the exercise of outstanding (i) Company Options listed on documents made available to Parent and (ii) Schedule 3.4(b)-1 of the Company Warrants, Series E-1 In-The Money Disclosure Letter or Company Warrants and the CapIP Warrant listed on documents made available Schedule 3.4(b)-2 of the Company Disclosure Letter or pursuant to Parentthe conversion of outstanding shares of Company Preferred Stock. The Company holds no treasury shares. To the knowledge of the Company, each Company Shareholder has good and marketable title to that number of shares of Company Common Stock and/or Company Preferred Stock as set forth beside such Company Shareholder’s name on Schedule 3.4(a) of the Company Disclosure Letter, free and clear of any Encumbrance. All issued and outstanding shares of Company Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and, except under the agreements to be terminated pursuant to Section 8.2(h) hereof, and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company.