Common use of Authorized and Outstanding Stock Clause in Contracts

Authorized and Outstanding Stock. The authorized capital stock of the Company consists of (i) 200 shares of Common Stock, of which 200 shares are validly issued and outstanding and held of record and owned beneficially by the Persons set forth on Schedule 2.4 attached hereto, free and clear of all liens, security interests, restrictions on transfer, and other encumbrances. Immediately after the Closing, the authorized capital stock of the Company will consist of (a) 400 shares of Common Stock, 150 of which will be issued and outstanding and held of record by the Persons set forth on Schedule 1.4 attached hereto; (b) 1,000,000 shares of Series A Preferred Stock with the rights, terms and privileges set forth in Exhibit B and of which 1,000,000 shares will be issued are outstanding and held of record by the Purchasers as set forth on Schedule 1.1; and (c) 50 shares of Series B Preferred Stock with the rights, terms, and privileges set forth in Exhibit B and of which 50 shares will be issued and outstanding and held of record by the Purchasers as set forth on Schedule 1.1 attached hereto. All issued and outstanding shares of capital stock are, and when issued in accordance with the terms hereof, all Securities and the Conversion Shares will be, duly and validly authorized, validly issued and fully paid and non-assessable and free from any restrictions on transfer, except for restrictions imposed by federal or state securities or "blue-sky" laws and except for those imposed pursuant to any Related Agreement. Except as set forth on Schedule 2.4, there are no outstanding warrants, options, commitments, preemptive rights, rights to acquire or purchase, conversion rights or demands of any character relating to the capital stock or other securities of the Company. All issued and outstanding shares of capital stock of the Company were issued (i) in transactions exempt from the registration provisions of the Act, and (ii) in compliance with or in transactions exempt from the registration provisions of applicable state securities or "blue-sky" laws.

Authorized and Outstanding Stock. (i) The authorized capital stock of the Company consists of (i) 200 shares of Common Stock, of which 200 shares are validly issued and outstanding and held of record and owned beneficially by the Persons set forth on Schedule 2.4 attached hereto, free and clear of all liens, security interests, restrictions on transfer, and other encumbrances. Immediately after the Closing, the authorized capital stock of the Company will consist of (a) 400 an unlimited number of common shares of (the “Common Stock, 150 of which will be issued and outstanding and held of record by the Persons set forth on Schedule 1.4 attached heretoShares”); (b) 1,000,000 an unlimited number of proportionate voting shares of Series A Preferred Stock with the rights, terms and privileges set forth in Exhibit B and of which 1,000,000 shares will be issued are outstanding and held of record by the Purchasers as set forth on Schedule 1.1(“PVS’”); and (c) 50 shares an unlimited number of Series B preferred shares, issuable in series (“Preferred Stock with the rightsShares”). (ii) As of October 11, terms2022, (a) 145,509,531 Common Shares, no PVS’ and no Preferred Shares were issued and outstanding, and privileges set forth in Exhibit B (b) 7,468,487 Common Shares, no PVS’ and no Preferred Shares were reserved for issuance upon the exercise of which 50 shares will be outstanding options and other convertible securities or the vesting of unvested awards. (iii) All of the issued and outstanding and held Common Shares of record by the Purchasers as set forth on Schedule 1.1 attached hereto. All issued and outstanding shares of capital stock Company are, and when issued in accordance with the terms hereof, all Securities and the Conversion Subscription Shares will be, duly authorized and validly authorized, validly issued and fully paid and non-assessable assessable. When issued in accordance with the terms hereof, the Subscription Shares will be free and free from any restrictions on transferclear of all liens imposed by the Company, except for restrictions imposed by federal Federal or state securities or "blue-“blue sky" ” laws and except for those imposed pursuant to any Related or identified in this Subscription Agreement. . (iv) Except as set forth on Schedule 2.4otherwise expressly described in this Subscription Agreement or the SEC Documents: (i) no subscription, there are no outstanding warrantswarrant, optionsoption, commitments, preemptive rights, rights to acquire or purchase, conversion rights or demands of any character relating to the capital stock convertible security or other securities of right issued by the Company. All issued and outstanding Company to purchase or acquire any shares of capital stock of the Company were issued (i) in transactions exempt from the registration provisions of the Act, and is authorized or outstanding; (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in compliance respect thereof; and (iv) there are no agreements between the Company and any holder of its capital stock relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to any preemptive right granted by the Company with or in transactions exempt from respect to the registration provisions issuance of applicable state securities or "blue-sky" lawsany capital stock of the Company.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company consists of (i) 200 100,000,000 shares of Common Stock, and 10,000,000 shares designated as Preferred Stock, as defined in the Charter (the “Preferred Stock”). (b) As of which 200 shares are validly issued and outstanding and held of record and owned beneficially by the Persons set forth on Schedule 2.4 attached heretoSeptember 30, free and clear of all liens2024, security interests, restrictions on transfer, and other encumbrances. Immediately after the Closing, the authorized capital stock of the Company will consist of (ai) 400 13,117,942 shares of Common Stock, 150 of which will be Stock were issued and outstanding and held of record by the Persons set forth on Schedule 1.4 attached hereto; outstanding, (bii) 1,000,000 no shares of Series A Preferred Stock with were issued and outstanding, (iii) 977,538 shares of Common Stock were reserved for issuance upon the rightsexercise of outstanding stock options or the vesting of unvested restricted stock awards, terms and privileges set forth in Exhibit B restricted stock units issued pursuant to the Stock Plan or the vesting of unvested restricted stock units not issued pursuant to a Stock Plan, and (iv) 4,594,594 shares of which 1,000,000 shares will be issued are outstanding and held Common Stock were reserved for issuance upon the conversion of record by the Purchasers as set forth on Schedule 1.1; and principal amount under the Convertible Note. (c) 50 shares All of Series B Preferred Stock with the rights, terms, and privileges set forth in Exhibit B and of which 50 shares will be issued and outstanding and held of record by the Purchasers as set forth on Schedule 1.1 attached hereto. All issued and outstanding shares of capital stock Common Stock of the Company are, and when issued in accordance with the terms hereof, all Securities and the Conversion Purchased Shares will be, duly authorized and validly authorized, validly issued and fully paid and non-assessable assessable. When issued in accordance with the terms hereof, the Purchased Shares will be free and free from any clear of all liens (other than liens incurred by Purchaser or its Affiliates, restrictions on transferarising under applicable securities laws, except for or restrictions imposed by federal this Agreement, or state securities the Investor Rights Agreement). (d) Except for the Convertible Note or "blue-sky" laws and except for those imposed pursuant to any Related as otherwise expressly described in this Agreement. Except as set forth on Schedule 2.4, there are including Section 2.4(b): (i) no outstanding warrantssubscription, optionswarrant, commitmentsoption, preemptive rights, rights to acquire or purchase, conversion rights or demands of any character relating to the capital stock convertible security or other securities of right issued by the Company. All issued and outstanding Company to purchase or acquire any shares of capital stock of the Company were issued (i) in transactions exempt from the registration provisions of the Act, and is authorized or outstanding; (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in compliance respect thereof; and (iv) there are no agreements between the Company and any holder of its capital stock relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to any preemptive right granted by the Company with or in transactions exempt from respect to the registration provisions issuance of applicable state securities or "blue-sky" lawsany capital stock of the Company.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) consists of (i) 200 100,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, par value $0.0001 per share (“Preferred Stock”). (b) As of which 200 shares are validly April 1, 2011, the issued and outstanding and held of record and owned beneficially by the Persons set forth on Schedule 2.4 attached hereto, free and clear of all liens, security interests, restrictions on transfer, and other encumbrances. Immediately after the Closing, the authorized capital stock of the Company will consist consisted of (a) 400 31,566,217 shares of Common Stock and 2,750,000 shares of Preferred Stock, 150 designated as Series A Special Stock. In addition, as of which will be issued and outstanding and held April 1, 2011, options to purchase an aggregate of record by the Persons set forth on Schedule 1.4 attached hereto; (b) 1,000,000 3,140,796 shares of Series A Preferred Common Stock with had been granted and were unexercised under the rights, terms Stock Plans and privileges set forth in Exhibit B and of which 1,000,000 shares will be issued are outstanding and held of record by the Purchasers as set forth on Schedule 1.1; and (c) 50 450,903 unvested shares of Series B Preferred restricted stock granted under the Stock with the rights, terms, and privileges set forth in Exhibit B and of which 50 shares will be issued and outstanding and held of record by the Purchasers as set forth on Schedule 1.1 attached heretoPlans were outstanding. All of the issued and outstanding shares of capital stock of the Company are, and when issued in accordance with the terms hereof, all Securities and the Conversion Purchased Shares will be, duly authorized and validly authorized, validly issued and fully paid and non-assessable assessable. When issued in accordance with the terms hereof, the Purchased Shares will be free and free from any restrictions on transferclear of all Liens imposed by or through the Company, except for restrictions imposed by federal or state securities or "blue-sky" laws Laws and except for those imposed pursuant to any Related this Agreement or the Investor Rights Agreement. Except The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class or series of capital stock of the Company are as set forth on Schedule 2.4in the Company’s Third Amended and Restated Certificate of Incorporation and the Certificate of Designations. (c) Except as provided in this Agreement, there are the Related Agreements or as specifically disclosed in the Recent SEC Documents: (i) no outstanding warrantssubscription, optionswarrant, commitmentsoption, preemptive rights, rights to acquire or purchase, conversion rights or demands of any character relating to the capital stock convertible security or other securities of right issued by the Company. All issued and outstanding Company to purchase or acquire any shares of capital stock of the Company were issued (i) in transactions exempt from the registration provisions of the Act, and is authorized or outstanding; (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in compliance respect thereof; and (iv) there are no agreements between the Company and any holder of its capital stock relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to any preemptive right granted by the Company with respect to the issuance of any capital stock of the Company. Except as provided in the Investor Rights Agreement, the Related Agreements or as specifically disclosed in transactions exempt from the Recent SEC Documents, no person or entity has been granted rights by the Company with respect to the registration provisions of applicable state securities or "blue-sky" lawsany capital stock of the Company under the Securities Act of 1933, as amended (the “Securities Act”).

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”). As of April 11, 2022, (i) 200 19,269,338 shares of Common Stock, of which 200 shares are validly Stock were issued and outstanding outstanding, (ii) no shares of Preferred Stock were issued and held of record and owned beneficially by the Persons set forth on Schedule 2.4 attached heretooutstanding, free and clear of all liens, security interests, restrictions on transfer, and other encumbrances. Immediately after the Closing, the authorized capital stock of the Company will consist of (aiii) 400 91,809 shares of Common Stock, 150 Stock were subject to outstanding stock options to purchase shares of which will be issued Common Stock (“Company Stock Options”) and (iv) 320,762 shares of Common Stock were subject to outstanding and held of record by the Persons set forth on Schedule 1.4 attached hereto; restricted stock unit awards (“Company RSUs”). (b) 1,000,000 shares All of Series A Preferred Stock with the rights, terms and privileges set forth in Exhibit B and of which 1,000,000 shares will be issued are outstanding and held of record by the Purchasers as set forth on Schedule 1.1; and (c) 50 shares of Series B Preferred Stock with the rights, terms, and privileges set forth in Exhibit B and of which 50 shares will be issued and outstanding and held of record by the Purchasers as set forth on Schedule 1.1 attached hereto. All issued and outstanding shares of capital stock Common Stock of the Company are, and and, when issued in accordance with the terms hereof, all Securities and the Conversion Purchased Shares will be, duly authorized and validly authorized, validly issued and fully paid and non-assessable and free from any of pre-emptive rights. When issued in accordance with the terms hereof, the Purchased Shares will be free and clear of all liens (other than liens incurred by Purchaser or its Affiliates, restrictions on transferarising under applicable securities laws, except for or restrictions imposed by federal this Agreement or state securities or "blue-sky" laws and except for those imposed pursuant to any Related the Registration Rights Agreement. ). (c) Except as set forth on Schedule 2.4otherwise expressly described in this Agreement, as of the date hereof there are no outstanding warrantsissued, options, commitments, preemptive rights, rights to acquire reserved for issuance or purchase, conversion rights or demands outstanding: (i) shares of any character relating to the capital stock or other voting securities of or ownership interests in the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in the Company, (iii) warrants, calls, options or other rights to acquire from the Company, or other obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. All issued and outstanding shares of , or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of the Company were issued (the items in clauses (i) in transactions exempt from through (iv) being referred to collectively as the registration provisions “Company Securities”). Except for the Voting Agreement, neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to the Act, and (ii) in compliance with or in transactions exempt from the registration provisions voting of applicable state securities or "blue-sky" lawsany Company Securities.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company consists of (i) 200 350,000,000 shares of Class A Common Stock, 150,000,000 shares of $.01 par value Class B Common Stock (“Class B Common Stock”) and 150,000,000 shares of $.01 par value Preferred Stock (“Preferred Stock”), of which 200 shares are validly one(1) share of Preferred Stock has been designated Series A Preferred Stock. (b) As of December 5, 2011, the issued and outstanding and held of record and owned beneficially by the Persons set forth on Schedule 2.4 attached hereto, free and clear of all liens, security interests, restrictions on transfer, and other encumbrances. Immediately after the Closing, the authorized capital stock of the Company will consist consists of (a) 400 29,322,305 shares of Class A Common Stock and 25,984,625 shares of Class B Common Stock. There are no outstanding shares of Preferred Stock and, except for 59,400 shares of Class A Common Stock, 150 no shares of capital stock held by the Company in its treasury. As of December 5, 2011, the Company had reserved (i) an aggregate of 13,845,916 shares of Class A Common Stock for issuance to employees, directors and consultants pursuant to the Stock Plans, of which will be 9,626,705 shares of Class A Common Stock are subject to outstanding, unexercised options and restricted stock units as of such date under such Stock Plans, (ii) 416,667 shares of Class A Common Stock for issuance under the warrant to purchase shares of Class A Common Stock, dated August 11, 2006, issued and outstanding and held of record by the Persons set forth on Schedule 1.4 attached hereto; Company to Xxxx Xxxxxxx and (biii) 1,000,000 25,984,625 shares of Series Class A Preferred Common Stock with the rights, terms and privileges set forth in Exhibit B and for issuance upon conversion of which 1,000,000 shares will be issued are outstanding and held of record by the Purchasers as set forth on Schedule 1.1; and (c) 50 shares of Series Class B Preferred Stock with the rights, terms, and privileges set forth in Exhibit B and of which 50 shares will be issued and outstanding and held of record by the Purchasers as set forth on Schedule 1.1 attached heretoCommon Stock. All of the issued and outstanding shares of capital stock of the Company are, and when issued in accordance with the terms hereof, all the Purchased Securities and the Conversion Shares will be, duly and validly authorized, authorized and duly and validly issued and fully paid and non-assessable assessable. When issued in accordance with the terms hereof, the Purchased Securities will be free and free from any restrictions on transferclear of all Liens, except for restrictions imposed by federal other than as set forth in the Governing Documents, this Agreement, the Investor Rights Agreement or state securities Applicable Law. No preemptive right, co-sale right, registration right, right of first refusal or "blue-sky" laws and except for those imposed pursuant other similar right of stockholders exists with respect to any Related of the Purchased Securities or the issuance and sale thereof, other than as set forth in the Governing Documents, this Agreement, the Existing Registration Agreements, the Investor Rights Agreement or Applicable Law, other than those that have been expressly waived prior to the date hereof, those that will have been expressly waived prior to the Closing Date, or those that will automatically expire upon or will not apply to the consummation of the transactions contemplated on the Closing Date. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class or series of capital stock of the Company are as set forth in the Governing Documents, this Agreement, the Existing Registration Agreements, the Investor Rights Agreement or Applicable Law. (c) Except as set forth on Schedule 2.4in this Agreement: (i) no subscription, there are no outstanding warrantswarrant, optionsoption, commitments, preemptive rights, rights to acquire or purchase, conversion rights or demands of any character relating to the capital stock convertible security or other securities right issued by the Company or any Subsidiary of the Company. All issued and outstanding Company to purchase or acquire any shares of capital stock of the Company were issued (i) in transactions exempt from the registration provisions of the Act, and or any such Subsidiary is authorized or outstanding; (ii) there is no option, warrant, call, right, commitment or agreement of any character to which the Company or any Subsidiary of the Company is a party, or by which the Company or any such Subsidiary is bound, obligating the Company or any such Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or any such Subsidiary or obligating the Company or any such Subsidiary to grant, extend or enter into any such option, warrant, call, right, commitment or agreement or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company or any such Subsidiary; (iii) neither the Company nor any Subsidiary of the Company has any obligation to pay any dividend or make any other distribution in compliance respect thereof; and (iv) there are no agreements between the Company or any Subsidiary of the Company and any holder of capital stock of the Company or any such Subsidiary relating to the acquisition, disposition or voting of the capital stock of the Company or any such Subsidiary. No person or entity is entitled to any preemptive right or right of first refusal granted by the Company with respect to the issuance of any capital stock of the Company, and the issuance of the Purchased Securities will not trigger any antidilution or similar rights that have not been properly waived. Except as provided in transactions exempt from the Investor Rights Agreement and the Existing Registration Agreements, no person or entity has been granted rights by the Company with respect to the registration provisions of applicable state securities or "blue-sky" lawsany capital stock of the Company under the Securities Act.